Perkins Coie’s Mergers & Acquisitions practice consists of more than 100 dedicated M&A attorneys representing public and private companies and investors in domestic and cross-border mergers, acquisitions, joint ventures, carve-outs, spin-offs, recapitalizations, growth equity investments and other transactions.
Publications
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01.25.2024 (UPDATED 02.05.2024)2024 Updates to HSR and Interlocking Directorate ThresholdsUpdatesThe Federal Trade Commission (FTC) recently announced its annual adjustments to (1) the pre-merger notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), (2) the HSR Act filing fee schedule, (3) the civil penalty amounts for HSR Act violations, and (4) the interlocking directorate thresholds under Section 8 of the Clayton Act.
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12.29.2023Corporate Transparency Act Applied to M&AUpdatesThe Corporate Transparency Act, designed to combat the use of shell companies for illicit purposes and increase ownership transparency in corporate structures, takes effect on January 1, 2024
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12.11.2023Think Public and Large Companies Are Entirely Exempt From the Corporate Transparency Act? Think Again.UpdatesKey portions of the Corporate Transparency Act will take effect on January 1, 2024, requiring an estimated 30 million “reporting companies” to disclose to the federal government information and documentation about the entity’s beneficial owners and keep that information current.
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04.12.2023Antitrust Merger Enforcement To Roll Full Steam AheadUpdatesAt the American Bar Association's 2023 Antitrust Spring Meeting, held in March in Washington, D.C., representatives of the U.S. Department of Justice Antitrust Division and Federal Trade Commission confirmed their agenda to reinvigorate and modernize antitrust merger enforcement.
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03.17.2023Short-Term Cash Management AlternativesUpdatesA reference chart comparing certain key characteristics of demand deposits with government securities, money market funds, and other short-term cash management instruments. Please note that the chart is for informational purposes only and not for the purpose of providing legal or investment advice.
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03.12.2023Distressed Bank Update as of March 12, 2023UpdatesAt 6:15 p.m. ET on March 12, 2023, the Department of the Treasury, Federal Reserve, and FDIC announced “actions enabling the FDIC to complete its resolution of Silicon Valley Bank, Santa Clara, California, in a manner that fully protects all depositors. Depositors will have access to all of their money starting Monday, March 13” (emphasis added).
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03.11.2023Silicon Valley Bank Update as of March 11, 2023UpdatesAn overview of the failure of Silicon Valley Bank (SVB) and what we expect to happen next. This reflects information as of 4:00 p.m. PT on March 11, 2023. We note that it is an evolving situation; we will provide updates as warranted in the coming days. Please contact your Perkins Coie lawyer or email SVBSupport@perkinscoie.com with questions or for assistance.
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02.13.2023Labor Law Today—2022 Year in ReviewLawyer PublicationsPerkins Coie is pleased to present the fourth edition of Labor Law Today—Year in Review, offering a summary of the past year’s most noteworthy and influential developments in traditional labor law.
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01.30.20232023 Updates to HSR and Interlocking Directorate ThresholdsUpdates
The FTC recently announced its annual adjustments to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and interlocking directorate thresholds. Notably, the minimum HSR size-of-transaction threshold has increased from $101 million to $111.4 million. There is a new filing fee schedule resulting from the enactment of the Merger Filing Fee Modernization Act of 2022, which will significantly increase filing fees for transactions valued in excess of $500 million and decrease them for transactions valued under $161.5 million. The new HSR jurisdictional and filing fee thresholds will be effective as of February 27, 2023, while the revised interlocking directorate thresholds are already in effect.
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01.24.2023Washington Court Reaffirms Appraisal as Remedy for Shareholders Challenging a MergerUpdates
In an unpublished decision issued on January 3, 2023, Division I of the Washington Court of Appeals strongly reaffirmed Washington law providing that, absent a showing of fraudulent corporate conduct or certain procedural irregularities, appraisal is the exclusive remedy for a shareholder of a Washington corporation seeking to challenge a corporate merger transaction. Merely alleging breach of fiduciary duty or fraud in a complaint, unsupported by facts, is an insufficient basis to avoid the exclusive appraisal remedy under Washington law.
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06.30.2022Abandoned Hospital Merger Reveals Lessons for Healthcare M&AUpdatesA proposed healthcare acquisition was abandoned following the Federal Trade Commission’s unanimous vote to oppose the transaction.
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06.23.2022FTC Settlement Highlights More Aggressive Enforcement of Private Equity AcquisitionsUpdatesThe U.S. Federal Trade Commission voted 5-0 to issue a complaint and accept a proposed order for public comment regarding private equity fund JAB Consumer Partners SCA SICAR’s $1.1 billion acquisition of SAGE Veterinary Partners, LLC on June 13, 2022.
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04.13.2022M&A Takeaways From ABA Antitrust MeetingArticles
Law360
The American Bar Association's 70th Antitrust Law Spring Meeting, held April 5-8 in Washington, provided a forum for lively debate among current and former antitrust agency officials concerning the progressive merger enforcement reforms implemented or proposed by the representatives of the U.S. Federal Trade Commission, led by Chair Lina Khan, and the U.S. Department of Justice Antitrust Division, led by Assistant Attorney General Jonathan Kanter. -
03.31.2022Labor Law Today—2021 Year in ReviewUpdatesPerkins Coie is pleased to present the third edition of Labor Law Today —Year in Review, highlighting the past year’s most noteworthy developments.
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03.23.2022NewSpace Investments and Acquisitions Take OffUpdatesResponsible for lowering the cost to access space, the "newspace" industry has been developing new and fast-moving business models that have opened up new markets.
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01.26.2022Chancery Court Applies Onerous Entire Fairness Standard in First SPAC-Related DecisionUpdatesThe Delaware Chancery Court recently sustained the legal viability of a putative shareholder class action brought against a SPAC’s directors, officers, controlling shareholder, and financial advisor based on an allegedly false and misleading proxy statement.
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01.25.2022FTC Announces 2022 Changes to HSR and Clayton Act ThresholdsUpdatesThe Federal Trade Commission recently announced that the reporting thresholds under Section 7A of the Clayton Act ... will be increased.
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01.21.2022Antitrust Enforcers Soliciting Input From Market Participants to Modernize Merger GuidelinesUpdatesOn January 18, 2022, the U.S. Federal Trade Commission (FTC) and the U.S. Department of Justice’s (DOJ) Antitrust Division (the agencies) launched a joint public inquiry to modernize and strengthen merger enforcement.
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10.29.2021FTC Revives and Expands “Prior Approval” PolicyUpdatesOn October 25, 2021, the U.S. Federal Trade Commission (FTC) released its “Statement on Use of Prior Approval Provisions in Merger Orders." The Statement announces two material changes in the agency’s merger enforcement program.
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04.27.2021IRS Temporarily Permits E-signature of 83(b) ElectionsUpdatesOn April 15, 2021, in response to the ongoing COVID-19 situation, the U.S. Internal Revenue Service issued a temporary deviation from the handwritten signature requirement for a limited list of tax forms. This issue includes elections under Section 83(b) of the Internal Revenue Code, allowing taxpayers and representatives to use electronic or digital signatures when signing such forms. The IRS memorandum was issued about a month after Perkins Coie LLP, Carta.com, and other coalition partners sent a letter to the IRS specifically requesting such temporary relief.
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04.15.2021M&A Takeaways From ABA Antitrust MeetingArticles
Law360
This year, the American Bar Association's 69th Antitrust Law Spring Meeting was held virtually due to the ongoing global health crisis. -
04.13.2021SEC Speaks Out on SPACsUpdatesThe accelerating trends of Special Purpose Acquisition Companies (SPACs) going public and private companies being acquired by SPACs do not appear likely to abate anytime soon. In response, the SEC made several public statements in recent weeks highlighting their scrutiny of SPACs and the risks for all parties involved. This update analyzes the SEC’s recent public statements and identifies key issues for SPAC participants to consider.
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04.08.2021Supreme Court Restores Trump FCC’s Deregulation of Media Ownership RulesUpdates
The Supreme Court’s recent decision in FCC v. Prometheus Radio Project et al. is significant for both the decision’s effect on the regulation of the broadcast television industry and its clarifications of administrative law. In Prometheus, the Court restored the Federal Communications Commission’s 2017 order on reconsideration to repeal or modify three core broadcast television ownership rules. This client update summarizes the decision and provides key takeaways on the ruling’s implications for M&A and other transactions in the broadcast industry.
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03.12.2021FTC Announces 2021 Changes to HSR and Clayton Act Thresholds, Temporarily Suspends Early TerminationUpdatesThe U.S. Federal Trade Commission (FTC) recently announced reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will decrease.
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02.08.2021DOJ’s First False Claims Act Settlement Against PPP Borrower Signals Robust Fraud Enforcement AheadUpdates
As the government revives its Paycheck Protection Program (PPP) with hundreds of billions of dollars in additional loans available to small businesses, there are fresh signs that government fraud investigations and whistleblower litigation related to the loan program are ramping up.
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01.20.2021SPACs: Frequently Asked QuestionsLawyer PublicationsAmong other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to raise capital in a public offering, with the offering proceeds serving as a blind pool of funds held in trust to finance the acquisition of one or several unidentified targets.
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01.13.2021Labor Law Today—2020 Year in ReviewUpdatesPerkins Coie is pleased to present the second edition of Labor Law Today —Year in Review, highlighting the past year’s most noteworthy developments.
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01.12.2021Portal Opens for New PPP Loans With New SBA Guidance and Application FormsUpdatesThe Small Business Administration (SBA) has announced that they will reopen their portal for Paycheck Protection Program (PPP) loans for eligible borrowers beginning the week of January 11, 2021, after being shut down since August 8, 2020, when the prior congressional authorization for PPP loans expired.
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12.24.2020Another Round of PPP Loans Approved by Congress, With Yet Additional Changes to the ProgramUpdatesThe U.S. Senate and House of Representatives, on December 21, 2020, approved H.R. 133, referred to as the “Consolidated Appropriations Act, 2021.”
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12.18.2020Landlords Defeat Debtors Seeking COVID-19 Rent Abatements and DeferralsUpdatesRetail, restaurant, entertainment, and other industries have been devastated by COVID-19 and the resulting governmental orders either precluding or materially limiting operations. In that regard, retail bankruptcy filings have become common occurrences and bankruptcy courts a favored venue for businesses seeking a proverbial “breathing spell.”
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11.04.2020SBA Questions Borrowers About the Necessity of Their PPP LoansUpdatesOver the course of the last week, the Small Business Administration (SBA) has reportedly begun quietly questioning borrowers who had received Paycheck Protection Program (PPP) loans about the “necessity” of their loans.
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10.06.2020SBA Announces New Guidance on Consent Requirements for Changes of Ownership of PPP Loan BorrowersUpdatesThe U.S. Small Business Administration (SBA) released a procedural notice (the Notice) on October 2, 2020, that describes the process and requirements that Paycheck Protection Program (PPP) borrowers and lenders must follow when ownership of the PPP borrower is changing.
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09.02.2020Coevolution: Reimagining Mergers and Acquisitions, Partnerships, and Engagements in the Financial IndustryUpdatesAs the COVID-19 pandemic has raged on, financial institutions and banks have withstood its effects and are digitally transforming out of necessity.
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08.20.2020Rare DOJ Opinion Offers Anti-Bribery Lessons for Transactions Involving Foreign Government-Owned AssetsUpdatesThe U.S. Department of Justice has issued an opinion letter (catalogued as FCPA Opinion No. 20-01) stating that it does not intend to take enforcement action under the FCPA against a U.S.-based investment advisor planning to pay something akin to a “finder’s fee” to a foreign state-owned investment bank.
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07.24.2020Acquisitions of Firms in Bankruptcy Are Subject to the Antitrust LawsUpdatesThe economic damage attendant to COVID-19 has already resulted in a substantial increase in bankruptcies.
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07.22.2020Hart-Scott-Rodino Annual Report for FY 2019: Decrease in Second Requests Leading to Challenged DealsUpdates
The Hart-Scott-Rodino Annual Report Fiscal Year 2019, published July 8, 2020, by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal year 2019, the period from October 1, 2018, through September 30, 2019.
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07.08.2020Antitrust Enforcers Unlikely to Lessen Scrutiny of Healthcare Mergers During PandemicUpdates
COVID-19 has financially stressed the U.S. healthcare system in several ways.
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06.09.2020The Federal Reserve’s Main Street Lending Program: What Borrowers Need to Know (Updated June 9, 2020)Updates
This update amends our prior publication on June 5, 2020, and contains new information based on additional guidance provided by the Federal Reserve on June 8, 2020.
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06.09.2020The Two Sides of M&A Transactions With John Schreiner And Jeff PetersenPodcasts
M&A Unplugged
Partner John Schreiner recently joined Sun Acquisition’s podcast, “M&A Unplugged,” along with fellow guest attorney, Jeff Petersen, for “Episode 53: Buyers and Sellers: The Two Sides of M&A Transactions.” -
06.05.2020The Federal Reserve’s Main Street Lending Program: What Borrowers Need to KnowUpdates
This update amends our prior publication on May 4, 2020, titled Federal Reserve Announces Changes to Main Street Lending Program and contains new information based on additional guidance provided by the Federal Reserve on May 27, 2020.
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06.01.2020SEC Updates Rules for Financial Statements for M&AUpdates
The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses.
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05.29.2020Proposed Legislation May Extend Period for PPP Loan Forgiveness—Meanwhile, SBA Releases Yet More GuidanceUpdatesThe U.S. House of Representatives, on May 28, 2020, passed with bipartisan support H.R. 6886, referred to as the Paycheck Protection Program Flexibility Act of 2020.
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05.21.20202020 Virtual ABA Antitrust Spring Meeting: Merger Enforcement TakeawaysUpdatesThis is the second of three updates on the American Bar Association's 68th Antitrust Law Spring Meeting. The meeting included sessions on merger enforcement that addressed a number of important issues.
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05.20.2020Giving Value to Representations and Indemnifications in Distressed TransactionsUpdatesIndemnification obligations are used to allocate risk between a buyer and a seller in nearly all mergers and acquisitions transactions.
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05.18.2020SBA Releases PPP Loan Forgiveness Application and Implicit Guidance on Requirements for Loan ForgivenessUpdatesOn May 15, 2020, the Small Business Administration (SBA) released an application for loan forgiveness under the Paycheck Protection Program (PPP).
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05.12.2020A River Runs Through It: The Pandemic’s Wave of Change to the Film and Television Industry (and Finding Potential Winners and Losers)UpdatesThe COVID-19 pandemic is rapidly cutting a wide swath of change in the entertainment industry.
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05.12.2020The SEC’s Continued Focus on Private Fund AdvisersUpdatesThe U.S. Securities and Exchange Commission (SEC) recently settled enforcement actions against two private equity fund advisers within days of each other.
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05.04.2020Federal Reserve Announces Changes to Main Street Lending ProgramUpdatesThe Federal Reserve Board released updated guidance on its Main Street Lending Program (Main Street Program) on April 30, 2020. Authorized under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and previously announced on April 9, 2020, the Main Street Program will indirectly offer loans to small- and medium-sized businesses to alleviate economic distress caused by the spread of COVID-19.
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05.01.2020Conflicted Transactions: Cleansing Process Only Effective if Procedures Are Rigorously FollowedUpdatesIn today’s difficult economic environment, many companies—including those in the portfolios of private equity and venture capital funds—are struggling financially. For some, a transaction in which a private equity sponsor or a venture capital investor has a significant interest may provide a lifeline for the troubled company.
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04.23.2020Congress Approves New Funding for PPP Loans and EIDLs; SBA Issues Updated FAQ Regarding “Necessity”UpdatesThe Coronavirus Aid, Relief, and Economic Security Act (CARES Act), signed into law on March 27, 2020, established the Paycheck Protection Program (PPP), a loan program that made $349 billion available to small businesses using the Small Business Administration’s (SBA) existing 7(a) loan program.
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04.17.2020Beyond MAE: COVID-19-Related M&A Lawsuits in the Delaware Court of ChanceryUpdatesSeveral COVID-19-related mergers and acquisitions (M&A) complaints have been filed with the Delaware Court of Chancery since the start of this month, with spurned sellers alleging that buyers experienced a change of heart due to COVID-19’s economic impact and asking the court to compel their suitors to close the deals.
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03.30.2020Antitrust and COVID-19: Antitrust Immunity and Emergency Federal PowersUpdatesThere are many ways that companies can cooperate with each other to combat COVID-19 without running afoul of antitrust laws. But companies considering cooperating with competitors should be aware of and assess potential antitrust risks before they do so.
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03.27.2020Responding to COVID-19 Requires an Integrated ApproachUpdatesRecognizing the high volume of COVID-19 content being published, Perkins Coie developed a one-stop, integrated resource page that addresses key legal and business considerations for companies across essential business areas, from insurance coverage and labor and employment, to privacy and security, corporate governance, tax, construction, supply chain, and more.
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03.26.2020Antitrust and COVID-19: DOJ and FTC Offer Limited Expedited Processing, and Potential Flexibility in Exigent CircumstancesUpdatesRecently, the U.S. Department of Justice Antitrust Division and Federal Trade Commission issued a joint statement regarding COVID-19.
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03.24.2020Arbitrated Merger Disputes: Worth the Tradeoffs?UpdatesThe U.S. Department of Justice (DOJ) recently prevailed in its challenge of Novelis’ proposed merger with Aleris Corporation.
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03.20.2020COVID-19 and Force Majeure: Time to Review Your Commercial ContractsUpdatesParties to commercial contracts that may be affected by COVID-19 are now examining their force majeure provisions, as well as all other risk allocation provisions, to determine which party bears the cost of delay or impossibility of performance.
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03.20.2020COVID-19 Exclusions in Representation and Warranty Insurance Policies for M&A TransactionsUpdates
In response to the rapidly changing and unpredictable business environment resulting from the novel coronavirus (COVID-19) outbreak, underwriters of representation and warranty insurance (RWI) policies are introducing broad exclusions from business interruption or business downturn losses arising out of or relating to COVID-19, and in some cases, any related government or regulatory response.
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03.20.2020FTC Implements Temporary Hart-Scott-Rodino E-Filing System, Suspends Early Termination ProgramUpdatesDue to the developing coronavirus (COVID-19) pandemic, the Federal Trade Commission (FTC) has implemented a temporary e-filing system for the submission of filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and suspended its program that allowed parties to request (and frequently be granted) early termination of the HSR waiting period.
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03.16.2020H.R. 6201 Families First Coronavirus Response Act: Paid Leave, Emergency Leave, and Implications for the WorkplaceUpdatesThe Families First Coronavirus Response Act was passed by the U.S. House of Representatives shortly before 1:00 a.m. on March 14, 2020.
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03.16.2020The Families First Coronavirus Response Act—What Could It Mean for Employers?UpdatesThe Families First Coronavirus Response Act was passed by the U.S. House of Representatives shortly before 1:00 a.m. on March 14, 2020.
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03.13.2020COVID-19: Public Company Annual Meeting ConsiderationsUpdates
As the effects of the coronavirus (COVID-19) continue to develop, public companies are faced with a variety of concerns, including the impact “social distancing” recommendations and restrictions will have on annual shareholder meetings.
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02.27.2020“Reasonableness” Is in the Eye of the Beholder: Vague Contracts Clauses Invite LitigationUpdatesSchick, the shaving product company, recently announced it was abandoning its proposed $1.4 billion acquisition of rival startup Harry’s Razors
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02.12.2020FIRRMA Regulations FinalizedUpdatesThe Committee on Foreign Investment in the United States (CFIUS) published two final rules on January 17, 2019, to implement the Foreign Investment Risk Review Modernization Act (FIRRMA) enacted in August 2018.
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01.30.2020FTC Announces 2020 Increases to HSR and Clayton Act ThresholdsUpdatesThe Federal Trade Commission (FTC) announced on January 28, 2020, the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be increased.
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A Few Things You Should KnowA Few Things You Should Know is a periodic publication authored by members of our Mergers & Acquisitions practice.
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04.25.2019Consummated Tech Mergers: Will the Government Seek to Unscramble the Eggs?UpdatesThere are increasing calls for the antitrust enforcement agencies to review the effects of past acquisitions in the tech sector.
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04.09.20192019 ABA Antitrust Spring Meeting: Merger Analysis TakeawaysUpdates
This is the second article in a three-part series on the American Bar Association's 67th Antitrust Law spring meeting.
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03.04.2019FTC Announces 2019 Increases to HSR and Clayton Act ThresholdsUpdatesThe FTC announced on February 15, 2019, the reporting thresholds under Section 7A of the Clayton Act , known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will be increased.
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10.22.2018CFIUS Launches FIRRMA Pilot Program—Mandatory Filings for Foreign Investment in U.S. Critical TechnologiesUpdatesOn October 10, 2018, CFIUS issued interim pilot program regulations to review foreign investments in critical technologies to consider whether foreign investment might be eroding U.S. technological superiority.
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08.13.2018Hart-Scott-Rodino Annual Report for Fiscal Year 2017: Increases in Filings, Decreases in Second Requests and Challenged DealsUpdates
The Hart-Scott-Rodino Annual Report Fiscal Year 2017, published earlier this year by the FTC and the DOJ, summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act in fiscal year 2017.
This update was quoted in deallawyers.com "Antitrust: HSR Second Requests & Deal Challenges Decline in 2017," on 09.05.2018. -
20182018 Augmented and Virtual Reality Survey ResultsLawyer PublicationsPerkins Coie surveyed 140 startup founders, technology company executives, investors and consultants on key challenges and opportunities in the AR/VR space.
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04.27.2018Ninth Circuit Establishes Negligence Standard for Section 14(e) Claims in Circuit-Splitting DecisionUpdatesRejecting the analysis of every other federal appellate court to consider the issue, the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e), do not require a showing of scienter.
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04.25.20182018 ABA Antitrust Law Spring Meeting: Merger Analysis TakeawaysUpdatesThe American Bar Association’s recent 2018 Antitrust Law Spring Meeting included many sessions and discussion on merger enforcement.
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01.30.2018FTC Increases HSR and Clayton Act ThresholdsUpdatesThe Federal Trade Commission last week announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, will be increased.
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01.26.2018Hart-Scott-Rodino Annual Report for Fiscal Year 2016: Increases in Filings and Second Requests, Impact on Executive Stock Options/Restricted Stock AwardsUpdates
The Hart-Scott-Rodino Annual Report Fiscal Year 2016 , published last year by the FTC and the DOJ, summarizes FTC and DOJ actions conducted under the HSR Act in fiscal year 2016, the period from October 1, 2015, through September 30, 2016.
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12.26.2017Tax Cuts and Jobs Act of 2017: Year-End Planning for BusinessesUpdatesCertain aspects of the tax reform bill signed by President Trump last Friday create significant year-end planning opportunities for businesses that are able to act quickly.
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09.07.2017In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller TransactionsUpdatesIn its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation, issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide.
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04.11.2017Mergers and Acquisitions Takeaways From the 2017 ABA Antitrust Law Spring MeetingUpdatesIn our second installment covering the ABA's 65th Antitrust Law Spring Meeting, we provide some key takeaways from the sessions, specifically focusing on issues in mergers and acquisitions.
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01.31.2017FTC Increases HSR and Clayton Act ThresholdsUpdatesThe Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H‑S‑R) Antitrust Improvements Act of 1976, will be increased.
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01.19.2017CFIUS: President-elect Trump’s Potential Big Stick for China and Foreign TradeUpdatesOn the campaign trail, President-elect Trump adopted a contentious approach towards foreign trade, focusing on Chinese “theft of American trade secrets” and suggesting, at times, potential isolationism for U.S. businesses.
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08.30.2016HSR 2015 Annual Report: Filings Up, Second Requests Down and ESO/RSU ImplicationsUpdatesThe Hart-Scott-Rodino Annual Report Fiscal Year 2015, published by the Federal Trade Commission and the U.S. Department of Justice, summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act in fiscal year 2015, which ended September 30, 2015.
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08.22.2016What’s Happening in Delaware M&A – Summer 2016UpdatesThis update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process issues.
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20162016 Augmented and Virtual Reality Survey ResultsLawyer PublicationsPerkins Coie and Upload surveyed more than 650 startup founders, executives with established technology companies and investors on the future of augmented and virtual reality.
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01.27.20162016 Changes in Hart-Scott-Rodino Reporting Thresholds, Clayton Act Section 8 Interlocking Directorates ThresholdsUpdatesThe Federal Trade Commission (FTC) announced on January 21, 2016 that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H‑S‑R) Antitrust Improvements Act of 1976 (the Act), will be increased.
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12.10.15Hart-Scott-Rodino 2014 Annual Report: Increase in Filings, Decrease in Second Requests and Implications for Executive Stock OptionsUpdatesThe Hart-Scott-Rodino Annual Report Fiscal Year 2014, published by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal year 2014, the period from October 1, 2013 through September 30, 2014.
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12.04.2015M&A Transactions: Affordable Care Act Due Diligence ConsiderationsUpdatesThe Affordable Care Act (ACA) has significantly changed the legal landscape for employer-sponsored health plans by adding reporting obligations, benefit mandates, fees, notices and potential penalties for plans that do not meet specific coverage and cost requirements.
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09.14.2015Activist Funds Must Comply with HSR Premerger Reporting RulesUpdatesThe Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without complying with the filing and waiting requirements of the Hart-Scott-Rodino Act (HSR Act).
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01.21.20152015 Changes in Hart-Scott-Rodino Reporting Thresholds, Clayton Act Section 8 Interlocking Directorates ThresholdsUpdatesThe Federal Trade Commission (FTC) announced January 15, 2015 that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H-S-R) Antitrust Improvements Act of 1976 (the Act), will be increased.
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12.22.2014U.S. v. Flakeboard and SierraPine: HSR “Gun-Jumping” Results in $5 Million PenaltyUpdatesOn November 7, 2014, the U.S. Department of Justice (DOJ) filed a complaint and consent decree in U.S. District Court for the Northern District of California requiring Flakeboard America Limited, Flakeboard’s parent companies and SierraPine to pay nearly $5 million to resolve the DOJ’s allegations that the parties engaged in illegal premerger coordination (“gun-jumping”) in violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and a conspiracy in restraint of trade in violation of Section 1 of the Sherman Act.
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09.24.2014Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss Claims Against Controlling StockholdersUpdatesIn a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a challenge to a private company freeze-out merger at the pleadings stage.
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07.02.2014Hart-Scott-Rodino 2013 Annual Report: Filings Decreased, Transactions Investigated Increased and Enforcement Continues for Corporate Officers' and Directors' Stock AcquisitionsUpdatesOn May 21, 2014, the Federal Trade Commission and the Department of Justice published the Hart-Scott-Rodino Annual Report Fiscal Year 2013 (for the period from October 1, 2012 to September 30, 2013).
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03.25.2014M&F WorldWide: Delaware Supreme Court Upholds Business Judgment Review in Controlling Stockholder TransactionUpdatesWhen a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in corporate law
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02.18.2014SEC Relief for "M&A Brokers:" Not Required to Register as Broker-DealersUpdatesThe Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership of a privately held company. This SEC letter is notable not only for the conclusions that it reaches but also for the fact that it follows a significant speech by the same SEC staff lawyer regarding the same and related broker-dealer status questions.
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01.28.20142014 Changes in Hart-Scott-Rodino Reporting ThresholdsUpdatesThe Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H-S-R) Antitrust Improvements Act of 1976 (the Act), will be increased.
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07.16.2013Federal Merger Enforcement Increases to Highest Level in Five YearsUpdatesOn April 30, 2013, the Federal Trade Commission and the Department of Justice published their Hart-Scott-Rodino Annual Report Fiscal Year 2012 for the period from October 1, 2011 to September 30, 2012. The annual report summarizes the actions of the Federal Trade Commission and Department of Justice that were conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal year 2012.
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02.15.2013Hart-Scott-Rodino Reporting Thresholds to Increase, Clayton Act Section 8 Interlocking Directorates Thresholds IncreasedUpdatesThe Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 8 of the Clayton Act, known as the Hart-Scott-Rodino (H‑S‑R) Antitrust Improvements Act of 1976 (the Act), will be increased.
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09.10.2012FTC Seeks Comments on Proposed HSR Rule Amendments Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical IndustryUpdatesThe Federal Trade Commission (“FTC”) recently announced and asked for comments on proposed changes to the premerger notification rules under the Hart-Scott-Rodino Act (“HSR Act”). The proposed rules would require pharmaceutical companies to report to the FTC and the Department of Justice ("DOJ") acquisitions of exclusive patent licenses in which the licensor retains the right to manufacture patented products for the licensee.
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06.21.2012Hart-Scott-Rodino Filings Increased 24% in 2011; FTC Continues to Enforce HSR Act in Connection With Corporate Officer's and Director's Acquisitions of Company StockUpdates
On June 13, 2012, the Federal Trade Commission and the Department of Justice published their Hart-Scott-Rodino Annual Report Fiscal Year 2011 for the period from October 1, 2010 to September 30, 2011. The Annual Report summarizes Federal Trade Commission and Department of Justice actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal year 2011. The number of HSR filings in fiscal 2011 increased by 24% over the number of filings in 2010. And the agencies continue to enforce the HSR Act's notification requirements with respect to acquisitions of company stock by corporate officers and directors, often in an inadvertent "failure to file" situation.
This Update provides key highlights of the Annual Report and offers practical advice.
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01.31.2012Hart-Scott-Rodino Reporting Thresholds to Increase, Clayton Act Section 8 Interlocking Directorates Thresholds IncreasedUpdatesThe Federal Trade Commission recently announced that the reporting thresholds under Section 7 of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will be increased.
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11.17.2011Delaware Chancery Upholds “Sign-and-Consent” StructureUpdatesIn a recent decision, In re Openlane, the Delaware Chancery Court validated the so-called “sign-and-consent” approval structure in a merger transaction.
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08.15.2011FTC, DOJ Announce Final Rule Amending Hart-Scott-Rodino Rules, HSR Form, and InstructionsUpdatesThe FTC and the Antitrust Division of the U.S. Department of Justice recently announced final amendments to the Hart-Scott-Rodino Premerger Notification Rules, the Premerger Notification and Report Form and associated Instructions in order to streamline the Form and capture new information that will help the Agencies conduct their initial review of a proposed transaction's competitive impact.
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06.27.2011DOJ's Revised Policy Guide Shows Greater Willingness to Pursue Conduct-Based Remedies Rather Than InjunctionsUpdatesThe Department of Justice, Antitrust Division, recently updated its Policy Guide to Merger Remedies, the first update since 1994.
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03.11.2011Hart-Scott-Rodino Filings Increased 63% in 2010UpdatesOn February 15, 2011, the Federal Trade Commission and the Department of Justice published their Hart-Scott-Rodino Annual Report for Fiscal Year 2010 for the period from October 1, 2009 to September 30, 2010. The Annual Report summarizes Federal Trade Commission and Department of Justice actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal year 2010. The number of filings in fiscal 2010 increased by 63% over the number of filings in 2009, after two consecutive years in which the number of filings reported to the agencies had declined.
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2011The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and ExecutivesLawyer Publications
RR Donnelley (Fourth Edition, 2011)
Understanding the many SEC, NYSE, Nasdaq and state law issues that affect their companies can be a bewildering task for directors and officers. To help with this is the just released fourth edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives, a "plain English" guide for directors and executives seeking to familiarize themselves with legal matters facing public companies. -
02.02.2011Hart-Scott-Rodino Thresholds to Increase, Interlocking Directorates Thresholds IncreasedUpdatesThe Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7 of the Clayton Act, known as the Hart‑Scott-Rodino Antitrust Improvements Act of 1976 (the Act), will be increased. The Act requires all parties to certain transactions, including mergers and acquisitions that meet or exceed the Act's jurisdictional thresholds, to notify the FTC and the Antitrust Division of the Department of Justice of their intentions and to wait a designated period of time before consummating those transactions.
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12.22.2010Investment Window for Capital Gains Tax Exclusion for Certain New Investments in Small Businesses Extended to December 31, 2011UpdatesOn December 17, 2010, President Obama signed into law the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 (the “Act”). Among other provisions, the Act extends for one additional year the exclusion from gross income of 100% of future capital gains of non-corporate taxpayers from certain investments in qualified small business stock.
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10.27.2010Hart-Scott-Rodino Filings Decreased in 2009 but Enforcement is UpUpdatesEarlier this month, the Federal Trade Commission and the Department of Justice published their Hart-Scott-Rodino Annual Report for Fiscal Year 2009 for the period from October 1, 2008 to September 30, 2009. The Annual Report summarizes Federal Trade Commission and Department of Justice actions conducted under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, in fiscal 2009.
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08.26.2010FTC and DOJ Release Final Version of New Guidelines That Provide Increased Transparency for Horizontal Merger ReviewUpdatesRecently the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice jointly released their new Horizontal Merger Guidelines (the 2010 guidelines).
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08.25.2010HSR Reporting Relief or Increased Burden? Proposed Changes to Hart-Scott-Rodino Premerger Notification Rules May Increase Reporting Burden for Investment Firms and Their ManagersUpdatesThe Federal Trade Commission recently announced and asked for comments about proposed changes to the Hart-Scott-Rodino (HSR) premerger notification rules and report form.
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05.2010When To Consider Strategic Buyer PartnershipsArticles
Buyouts
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01.08.2009Exon-Florio/CFIUS: Does Your Transaction Present National Security Considerations?UpdatesThe U.S. Treasury Department, chair of the Committee on Foreign Investment in the United States ("CFIUS"), recently published guidance on the types of transactions previously reviewed by CFIUS that have presented national security considerations ("Guidance"). The Guidance is intended to provide insight into how CFIUS identifies the national security effects of covered transactions and may assist parties considering whether to file a voluntary notice of a transaction with CFIUS [1]. This is an important determination because, although filing a CFIUS notice is voluntary, the parties may be forced to unwind a transaction where no filing was made if the President later determines it poses national security risks.
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09.08.2009In a Leveraged Buyout With a Controlling Stockholder, Loyal Directors Must Actively Negotiate: Louisiana Municipal Police Employees' Retirement System v. FertittaUpdatesA recent decision by the Delaware Court of Chancery reinforces the responsibility of a board of directors to assertively defend the interests of the noncontrolling stockholders when negotiating with a controlling stockholder in order to satisfy the board's duty of loyalty.
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05.28.2009New Accounting Treatment for Contingencies in M&A TransactionsUpdatesThe Financial Accounting Standards Board recently issued Staff Position No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which provides new guidance that changes the accounting treatment of contingent assets and liabilities in mergers and acquisitions and other business combinations under FASB Statement No. 141 (revised 2007), Business Combinations.
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02.10.2009D&O Insurance in a Year of UncertaintyUpdatesWhile the downturn in the economy has adversely affected the sellers of directors’ and officers’ liability insurance – much as it has companies in all sectors of the economy – investing in D&O insurance is still a wise course of action. This Update offers nine suggestions for ensuring that a company’s directors and officers are adequately protected in this environment against potential liabilities that D&O insurance normally would pay.
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11.18.20082007 Hart-Scott-Rodino Act Statistics ReleasedUpdatesThe Federal Trade Commission and the Department of Justice recently released their Hart-Scott-Rodino Annual Report for Fiscal Year 2007 for the period from October 1, 2006 to September 30, 2007.
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08.30.2007FTC v. Whole Foods: Watch Your Language!UpdatesLast week, a federal court released a public version of its 93-page opinion providing its reasons for denying the Federal Trade Commission's challenge to Whole Foods Markets' acquisition of organic grocer Wild Oats.
Presentations
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03.07.2024M&A Deals Under New Merger Guidelines: Enhanced Antitrust Scrutiny, Lower Market Concentration ThresholdsSpeaking EngagementsFaculty
Strafford / Virtual CLE -
06.13.2023
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05.25.2023Key Trends in Private Company Mergers and AcquisitionsSpeaking Engagements36th Annual Technology Law Conference
UT Law CLE / Austin, TXA discussion of trends in private M&A deals including key negotiating points, developments in representation and warranty insurance, the role of an investment bank and related engagement letter terms and recent Delaware caselaw. -
05.14.2020How to Maximize Value at Companies with Challenged Capital StructuresPerkins Coie Partners Sara Chenetz and Joydeep Dasmunshi and Gordian Group President and Head of Restructuring Peter Kaufman discussed ways funds can address challenges and enhance the value of portfolio companies as well as capitalize on investment opportunities in this market.
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04.09.2020 & 04.14.2020COVID-19 Corporate Leader Considerations Two-Part Webinar SeriesWebinarsLeading during a health pandemic requires strength, vision, and an ability to look around corners. Join us for a two-part webinar series that will highlight a variety of risks and opportunities that company leaders should be aware of as we navigate through major business changes.
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11.19.2019Corporate Transactions: The Role of IP HygieneSpeaking EngagementsSponsorships
TechGC / Seattle, WA