Legal News

Private equity-backed takeovers of listed companies in Western Europe have enjoyed several strong years, with deal value rising year on year from 2013 to reach a total of US$38.8 billion in 2019. Volume followed a similar territory, demonstrating annual increases every year from 2017 and coming to a total of 19 in 2019....By: White & Case LLP

WHAT: The U.S. Small Business Administration (SBA) issued a final rule consolidating the 8(a) and All-Small Mentor-Protégé Programs. The rule eliminates the 8(a) version of the program, including its unique requirements and separate review process for 8(a) mentor-protégé agreements....By: Wiley Rein LLP

On October 22, 2020, the EPA issued a long-awaited final rule that amends and clarifies the preconstruction review requirements for projects undertaken at major stationary sources under the Clean Air Act (“CAA”), 42 U.S.C. § 7401, et seq. The rule, known as the Project Emissions Accounting Rule, changes when a project triggers the prevention of significant deterioration (“PSD”) program (applicable in areas that have attained the national ambient air quality standards) and the new source revi...

PE-backed Inspire Brands is in negotiations to take over Dunkin’ Brands Group, the parent of both Dunkin’ and Baskin-Robbins, in a deal valued at nearly $9 billion. Inspire includes Buffalo Wild Wings and Jimmy John’s among the big names in its stable of brands....By: Robins Kaplan LLP

Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its directors arising out of the purchaser’s acquisition of the seller. The court reached this conclusion in Swift Acquisition Corp. based on the purchaser’s allegations that the seller made misrepresentations in the asset purchase agreement concerning its customer base, and the.....

The Department of Treasury’s office that administers reviews of foreign investments in U.S. companies is changing how it identifies critical technology businesses and related technologies that require mandatory review during a foreign investment process. The Committee on Foreign Investment in the United States (CFIUS or the Committee) issued a final rule effective October 15, 2020 that updates its approach to identifying export controlled items and know-how (“technology”) of concern to the.....

While COVID shut the window on deals in H1 2020, Q3 saw a revival that augurs well for the rest of the year and beyond. In recent years, global M&A in the chemicals and materials sector has been breaking new records. Last year saw the highest value on record (US$254.6 billion), while 2018 delivered the largest number of deals since 2006 (545)....By: White & Case LLP

Many high-profile transactions impacted by the COVID-19 pandemic have fallen apart between signing and closing, resulting in litigation—often in the Delaware Court of Chancery—focused on whether the buyer had an obligation to close. Buyers backing out of transactions generally have asserted the occurrence of a “material adverse change” or “material adverse event” (“MAE”) and the failure of the to-be-acquired company to operate in the ordinary course of business....By: Quinn Emanuel Urquh...

After deal activity stagnated in H1, the third quarter offers some hope for dealmakers, as deal volume and value surpass Q3 2019. A total of US$896.3 billion in M&A deals transacted in the third quarter—an impressive 141% increase in value compared to Q2. This figure, bolstered by a series of megadeals, means that Q3 deal value surpassed pre-COVID-19 levels—up 32% compared to Q3 2019, when US$677.5 billion in deals was recorded.......By: White & Case LLP

In this edition of Orrick’s series of life sciences publications, the traditional update on broader venture market financing data is included, depicting the macro-level trends of interest. In addition, given their surge in popularity, SPACs and their particular utility to life sciences businesses are the subject of this edition’s spotlight. Please see full Publication below for more information....By: Orrick, Herrington & Sutcliffe LLP