Mergers & Acquisitions News

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  • Lessons from the Chancery Court Decision in P3 Health Group
    on November 25, 2022 at 2:31 pm

    In P3 Health Group, private equity firm Hudson Vegas Investments SVP LLC, which was the second-largest unitholder of P3 Health Group Holdings, LLC (the “Company”), challenged the Company’s de-SPAC merger. The […]

  • Considerations for Dual-Class Companies Contemplating M&A Transactions
    on October 19, 2022 at 1:30 pm

    The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class […]

  • Despite Slowdown in SPAC Activity, Opportunities Remain
    on October 12, 2022 at 1:30 pm

    Key Points SPAC activity continued to slow in the first half of 2022, a sharp decline from the number of deals and IPOs in the same period in 2021. Redemption rates soared, and a record number of SPAC deals were […]

  • The Activism Vulnerability Report | Q2 2022
    on October 6, 2022 at 1:31 pm

    Introduction and Market Update With Labor Day marking the unofficial end of summer, FTI Consulting’s Activism and M&A Solutions team welcomes readers to our eleventh edition of the quarterly Activism Vulnerability […]

  • What’s Next for US M&A
    on September 21, 2022 at 1:30 pm

    As predicted in our previous M&A report, 2022 has not lived up to the runaway performance of 2021. As activity—still at impressive levels considering everything that has been thrown at the deal market—takes a […]

  • Quarterly Activist Ownership Analysis
    on September 8, 2022 at 1:30 pm

    This post outlines the major trends occurring globally amongst activist investors’ portfolios. Using a proprietary model quantifying criteria such as reputation, number of campaigns/outcomes, tactics/focus, board […]

  • Carve-Outs’ Popularity Soars as Businesses Pursue Growth
    on September 6, 2022 at 1:30 pm

    Carve-out deals, whether conducted through a trade sale, buyout, or IPO, have become a vital tool for businesses to boost balance sheets and deliver shareholder value. This trend has gathered momentum over recent years, […]

  • Dealing with Activist Hedge Funds and Other Activist Investors
    on September 2, 2022 at 1:32 pm

    Introduction The SEC rule requiring a universal proxy card in director election proxy fights becomes effective today. The resurgence of activism is already in progress, and the universal proxy card may significantly […]

  • The Economics of Corporate Governance
    on August 30, 2022 at 1:31 pm

    Dimensional’s recent paper The Economics of Corporate Governance provides a concise overview of the corporate governance literature. We focus on the governance of for-profit, publicly traded corporations and address […]

  • A Critique of the American Law Institute’s Draft Restatement of the Corporate Objective
    on August 25, 2022 at 1:32 pm

    The American Law Institute (ALI) is currently working on a Restatement of the Law of Corporate Governance (“Restatement”). As with all Restatements, the purpose of the proposed Restatement is to clarify “the […]

  • The Corporate Law Reckoning for SPACs
    on August 17, 2022 at 1:31 pm

    The ascendance of SPACs in U.S. capital markets has attracted intense regulatory scrutiny from federal officials, especially the SEC. This federal attention on SPACs is natural, as at first glance the SPAC appears to be […]

  • Should Your Company Go Private?
    on August 14, 2022 at 1:30 pm

    Twenty-six public companies have gone private this year as of mid-May, totaling more than $121 billion in value. Compare that to 47 companies that did the same in all of 2021, the highest number of such deals in more […]

  • Twitter v. Musk: Plaintiff’s Response to Defendant’s Counterclaim
    on August 10, 2022 at 1:32 pm

    Plaintiff Twitter, Inc. (“Twitter”), by and through its undersigned counsel, replies as follows to the Verified Counterclaims (the “Counterclaims”) of Elon R. Musk (“Musk”), X Holdings I, Inc., and X […]

  • Delaware and Caremark: An Update
    on August 9, 2022 at 1:32 pm

    Recent Delaware decisions have reminded boards of directors of the obligation to make a good faith effort to put in place a compliance system designed to help ensure that their companies operate within the bounds of the […]

  • Chancery Decision Expands the Court’s Approaches on Director Independence
    on August 5, 2022 at 1:31 pm

    The Goldstein v. Denner (May 26, 2022) litigation arose out of the $11.6 billion cash acquisition of Bioverative, Inc. (which had recently been spun off from Biogen, Inc.) by Sanofi, S.A. The Delaware Court of Chancery […]

  • Sale of Portfolio Company is Subjected to Entire Fairness Review
    on August 2, 2022 at 1:30 pm

    In Manti Holdings v. The Carlyle Group (June 3, 2022), the Delaware Court of Chancery held that entire fairness review would apply to the challenged sale of The Carlyle Group’s portfolio company, Authentix Acquisition […]

  • The Single-Owner Standard and the Public-Private Choice
    on August 1, 2022 at 1:31 pm

    A fundamental question in corporate law is the nature of the stockholders’ ownership interest in the firm. Should a share of stock be viewed as a simple chattel, the value of which can be measured for all purposes by […]

  • H1 2022 Review of Shareholder Activism
    on July 27, 2022 at 1:32 pm

    Observations on Global Activism Environment H1 2022 Activity Slows vs. Q1 but Remains Robust Despite a challenging investing environment in 2022, activity remains elevated—Q2 was the second most active quarter in the […]

  • Delaware M&A Developments
    on July 27, 2022 at 1:30 pm

    In Totta v. CCSB Financial Corp., the Delaware Court of Chancery, in an opinion by Chancellor McCormick, held that a charter provision that gave the board “conclusive and binding” authority to construe the […]

  • Global M&A Industry Trends: 2022 Mid-Year Update
    on July 25, 2022 at 1:32 pm

    What a difference six months makes. At the start of 2022, dealmakers were riding high from the best year on record for global M&A, with more than 60,000 publicly disclosed deals breaking US$5tn in value for the […]

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