Category Archives: Mergers & Acquisitions

FTC Proposes Sweeping Changes to HSR Reporting Obligations

by Ilene Knable Gotts, Nelson O. Fitts, Damian G. Didden, and Christina C. Ma

Photos of the authors

Left to Right: Ilene Knable Gotts, Nelson O. Fitts, Damian G. Didden, and Christina C. Ma (Photos courtesy of Wachtell, Lipton, Rosen & Katz)

In a notice of proposed rulemaking published recently, the Federal Trade Commission unveiled significant changes to the reporting obligations under the Hart-Scott-Rodino Act.  If adopted as final rules, those changes will materially increase filing burdens and hinder parties’ ability to file and close quickly, even in non-problematic transactions.  The changes would upend 45 years of HSR Act practice and impose significant cost and delay on reportable U.S. merger and acquisition activity. 

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DOJ Leadership Highlights National Security Focus and Previews New Corporate Enforcement Guidance

by Greg D. Andres, Uzo Asonye, Martine M. Beamon, Robert A. Cohen, Daniel S. Kahn, Tatiana R. Martins, Fiona R. Moran, Paul J. Nathanson, and Patrick S. Sinclair

Photos of the authors

Top left to right: Greg D. Andres, Uzo Asonye, Martine M. Beamon, Robert A. Cohen, and Daniel S. Kahn.
Bottom left to right: Tatiana R. Martins, Fiona R. Moran, Paul J. Nathanson, and Patrick S. Sinclair.
(Photos courtesy of Davis Polk & Wardwell LLP)

In recent speeches, Deputy Attorney General Lisa Monaco and Principal Associate Deputy Attorney General Marshall Miller laid out how the DOJ uses active corporate criminal enforcement and interdepartmental cooperation to preserve national security and the rule of law, and previewed forthcoming compliance guidance on M&A deals.

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Securities Class Actions: Data, Trends, and Insights

by James Goldfarb, Brendan T. Mangan, Ted Snyder, and Cameron Matheson

Photos of the authors

From left to right: James Goldfarb, Brendan T. Mangan, Ted Snyder, and Cameron Matheson (photos courtesy of Davis Wright Tremaine LLP)

The number of securities class actions filed last year fell for the fourth year in a row. But these time-consuming, costly litigations still target 5 percent of all S&P 500 companies in an average year, and settlement costs rose in 2022. Those and other insights emerge from annual surveys published by NERA Economic Consulting and Cornerstone Research, two economic-consulting firms.[1] In this post, we summarize the data and trends revealed in those reports. The information highlighted here provides some perspective and benchmarks in terms of industries targeted, litigation length, potential offramps (mainly moving to dismiss or settling), and settlement costs. We conclude with some key takeaways.

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Financial Institutions M&A 2022: Navigating Challenges, Realizing Opportunities

by Edward D. Herlihy, David S. Neil, Richard K. Kim, Lawrence S. Makow, Jeannemarie O’Brien, Nicholas G. Demmo, David E. Shapiro, Joshua M. Holmes, Matthew M. Guest, Mark F. Veblen, Brandon C. Price, Jacob A. Kling, Raaj S. Narayan, Rosemary Spaziani, David M. Adlerstein, Amanda K. Allexon, Lori S. Sherman, Eric M. Feinstein, Steven R. Green, Meng Lu, Amanda K. Toy, Matthew T. Carpenter, Kwon-Yong Jin, and Emily J. Hantverk.

Bank M&A surged in 2021 with total deal value reaching approximately $78 billion, its highest level since 2006, including 13 deals announced with values above $1 billion. Deal activity was driven by consolidation among large regional banks, continuing a trend that was kickstarted by the BB&T/SunTrust merger in 2019 and picked up steam in late 2020 with significant acquisitions by PNC and Huntington. Ironically, the pandemic in some ways provided a stimulus for bank mergers by prolonging low interest rates and slowing loan growth while massive government relief programs bolstered credit quality and increased deposits. At the same time, stay-at-home measures spurred a customer migration from branches to mobile platforms and accelerated increased competition from financial technology companies, necessitating increased investment in technology, often facilitated by greater scale. These combinations illustrated the increasing importance of scale and accelerating digital and technological investment and the significant synergies and value creation that a well-planned and executed strategic merger can create for shareholders and other constituencies on both sides of a transaction.
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