On February 15, 2019, the FTC announced the annual changes to the Hart-Scott-Rodino (HSR) Act filing thresholds. The changes will become effective 30 days after publication in the Federal Register, which is expected to occur this week.
Locke Lord’s deal teams continued to impress in 2018, ranking in the Top 3 by deal count for M&A in Texas, according to Mergermarket data. The Firm was credited with advising on 46 deals in Texas, a 28 percent jump year over year and up three spots from 2017.
Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the other on the effectiveness of corporate authorizing action.
Michael Blankenship, a Partner in Locke Lord’s Houston office and Co-Chair of the Firm’s Capital Markets Section, and Whit Roberts, Deputy Managing Partner of Locke Lord’s Dallas office, co-authored an article examining the Akorn, Inc. v. Fresenius Kabi AG decision in October 2018 and how it will affect “material adverse change” (MAC) clauses in Texas.
On November 10, 2018, interim regulations adopted by the US Department of Treasury under the newly enacted Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) go into effect. These interim regulations act as a pilot program while formal FIRRMA regulations are formulated and go into effect on the sooner of February 20, 2020 or the finalization of the regulations.
On October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations1 relating to the rules that provide an exemption from the registration requirements of the Securities Act of 1933 for certain offerings of securities by foreign private issuers2 in connection with rights offerings3 or in connection with exchange offers or business combinations,4 and the rules that provide an exemption from certain requirements of the Securities Exchange Act of 1934 in connection with tender offers for securities of foreign private issuers.5
The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements. In the M&A context, this has meant holding parties to the transaction they agreed to do, as reflected in IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001), and Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008).
Attorneys Thomas Smedinghoff, based in Locke Lord’s Chicago office, and Enrique Santiago, based in West Palm Beach, co-authored an article examining cybersecurity in the context of a merger or acquisition.