Legal News

On September 3, 2020, the DOJ’s Antitrust Division released its Merger Remedies Manual. The manual provides important guidance on what DOJ considers to be adequate solutions to addressing competitive issues in M&A deals challenged by DOJ. Several key points are identified below......By: Sheppard Mullin Richter & Hampton LLP

The current difficulties managing the worldwide response and recovery to the Covid-19 pandemic highlights the need for attorneys to take the lead on behalf of their clients and communities in an effort to create communities more capable of resisting and, if necessary, quickly recovering from natural disasters and other extreme events. The recently published American Bar Association’s Community Resilience Handbook draws together contributions from the legal community and other professional...By...

The COVID-19 pandemic and the accompanying market downturn have resulted in widespread uncertainty felt on a global scale – including in the M&A space. This webinar will explore ways M&A transactions – particularly due diligence and related deal terms – have changed in the wake of the pandemic and how buyers and sellers can adapt their respective approaches to the critical due diligence step of a transaction. Travel restrictions, pandemic-related “stress test” analyses, and limited...By: V...

Blaming a “U.S. move to impose tariffs on French goods,” luxury brand conglomerate LMVH is pulling out of a proposed $16 billion deal to buy jeweler Tiffany & Co. Tiffany is now suing to enforce the ill-fated agreement....By: Robins Kaplan LLP

The Department of Justice Antitrust Division recently issued a modernized Merger Remedies Manual, last updated in 2011. The Manual provides an overview of DOJ’s key considerations in crafting a remedy when the Antitrust Division concludes that a proposed transaction would otherwise result in a loss of competition......By: Morrison & Foerster LLP

Infomedia Group, Inc. v. Orange Health Solutions Inc., C.A. No. N19C-10-212 AML CCLD (Del. Super. Ct. July 31, 2020) - This case is a strong reminder that Delaware will enforce anti-reliance clauses to bar claims for fraud where sophisticated parties voluntarily agree to the anti-reliance clauses....By: Morris James LLP

Agspring Holdco, LLC v. NGP X US Holdings, L.P., C.A. No. 2019-0567-AGB (Del. Ch. July 30, 2020) - This opinion concerns a buyer’s attempt to plead fraud in connection the acquisition of a business. The Court denied in the main the defendants’ motion to dismiss the fraud claims brought in connection with private equity firm American Infrastructure Partners’ (the “Buyer”) $300 million acquisition of Agspring LLC (the “Company”), which was then almost entirely owned by NGP X US Holdings, L...

On September 3, 2020, the U.S. Department of Justice’s (DOJ) Antitrust Division (the Division) published the Merger Remedies Manual (the Manual), issuing new guidelines for remedying anticompetitive mergers. Specifically, the Manual sets out the Division’s framework to structure and implement remedies that address potential anticompetitive effects of certain mergers on the market. These guidelines are the first revisions in nearly a decade to the Division’s 2004 policy on merger remedies....B...

Oliver v. Isenberg, 2019 IL App (1st) 181551-U, arose from a lawsuit among members of a once-prosperous entity known as the Combined Group, LLC (“Combined” or “the company”) over the hostile breakup of the company. The circuit court held after a bench trial that Mark Oliver, a shareholder and employee of Combined, had a fiduciary duty to the company as “manager” because he was also an officer and primary shareholder of the company’s managing member, the Combined Holding Group, Inc. (CHG)...

Major changes in the German merger control regime can be expected for 2021. Today, the German government adopted the draft 10th Amendment to the German Act Against Restraints of Competition (the “Draft”). The Draft will now enter the parliamentary process and may hence still be subject to change......By: Morrison & Foerster LLP