Coming off of a record $4.7 trillion M&A year in 2015, 2016 has had $400 billion of M&A deals that have fallen apart so far because of the Oil & Gas industry concerns, as well as regulators blocking huge M&A for anti-trust reasons. The New York Times DealBook writes about how arb traders (I think…

  Going Public There are many benefits, and some downsides, to taking company public. Going public can be a great way to raise capital[1], monetize the investments of early investors[2], and achieve a higher profile in the market[3]. On the other hand, public companies face more exposure to lawsuits[4], regulatory compliance costs[5], and mandatory reporting…

Why Reverse Mergers? Most people think “IPO” when they hear that a company is going public.[1]  A cheaper and faster alternative to the traditional IPO, however, is through a reverse merger. In a reverse merger, “the shareholders of the private company exchange their shares for a large majority of the shares of the public shell…

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) established, among other things, premerger notification thresholds that would trigger the necessity of some companies to notify the Federal Trade Commission (FTC) and observe a waiting period prior to consummation of certain corporate transactions.  Each year the FTC adjusts this threshold according to the gross national…

Former Lyondell shareholders may be set back by recent developments in the Lyondell bankruptcy case leaving Lyondell shareholders open to creditor fraudulent conveyance claims. Law360, New York (January 27, 2014, 1:17 PM ET).  Lisa Schweitzer writes, “On Jan. 14, 2014, the U.S. Bankruptcy Court for the Southern District of New York held that the Bankruptcy…

The Conglomerate Blog analyzes JPMorgan’s  (“JPMC”) complaint against the FDIC.   Basically, during the financial crisis when JPMC “acquired” WaMu, JPMC did so under an agreement that the FDIC would indemnify them, which JPMC says that they have failed to do. The Complaint states, among other things that: the FDIC-Receiver agreed to indemnify JPMC for, among…

A recent study by Columbia Business School found that including a go-shop provision in Management Buyouts (MBO) and Private Equity Transactions does not lead to obtaining better offers. The researchers, Adonis Antoniades, Charles W. Calomiris, and Donna M. Hitscherich, studied target companies in private equity and MBO transactions and their decisions whether to “shop” merger…

Two Delaware Chancery Court opinions issued in October and November have implications for both buyers and sellers in corporate transactions whether a buyer seeks to back out of an unfavorable deal or the seller seeks to obtain a court order forcing the deal to close.  A memorandum published on November 14, 2013, by Cadwalader, Wickersham…

This from The Official Delaware State Corporate Law Blog: Historically, business planners structured corporate mergers using either a single step (i.e., a vote of the stockholders to approve the merger at a meeting called for that purpose) or two steps (i.e., a public tender by the buyer for the target’s shares, followed by a meeting…

Two Delaware Chancery Court opinions issued in October and November have implications for both buyers and sellers in corporate M&A transactions whether a buyer seeks to back out of an unfavorable deal or the seller seeks to obtain a court order forcing the deal to close.  A memorandum published on November 14, 2013, by Cadwalader,…