M&A News

• Weekly M&A mailers
• M&A deal lists

Private equity firms

• Driving an increased share of M&A volume
• See Private equity deals

Hedge funds and other activist shareholders

• Forcing companies to take actions,
  including large share buybacks
• See Activist shareholders

Proxy fights

• Activity at

• Sovereign Bancorp
• Time Warner
• Bally Total Fitness
• Six Flags

• See Proxy fights

Troubled deals

• Deals renegotiated or terminated over
  material adverse changes and other adverse developments
• See Troubled deals

Competing Offers

• Is use of superior proposal provisions making market even more efficient
• See Competing offers

SEC to fix best price rule impediment to tender offers

• See Rule 14d-10 Issues

IRS adopts final rules on cash election mergers

• Removes uncertainty in structuring cash election mergers
• See Cash election mergers

Fairness opinions

• Concerns over conflicts of interest lead to
  changes in practices
• See Fairness opinions

Vote buying

• Hedge fund is target of SEC investigation over
  Mylan Labs' terminated acquisition of King Pharma
• See Vote buying

SEC liability for contract representations

• SEC claims false representations in merger agreement can mislead investors when agreement is included in deal proxy
• See Representations & warranties

Specified purpose acquisition vehicles (SPACs)

• Larger investment banks are now sponsoring SPACs
• See Blank check companies

M&A deal types

• Mergers

• Cash
• Cash election
• Cash / Stock
• Stock
• Mergers of equals

• Tender Offers

• Two-step mergers
• Tender offer rules

• Subsidiary sale

• Joint ventures
• Spin-offs

• Morris Trust

• Private equity

Unusual deals

• Competing offers
• Troubled deals

Tax considerations

• M&A tax index

Contract terms

• Representations - Warranties

• Earn-outs
• Letters of intent
• Confidentiality agreements

Director fiduciary duties

Fairness opinions

Distressed companies

Form 8-K

Form S-4

Regulation M-A