Tag Archives: Mergers and Acquisitions

The Annheuser-Busch/Miller Merger

2015 was a big year for mergers among big companies. Among the many proposed mergers are prospective deals between Dell and rival EMC, Dow Chemical and DuPont, and pharmaceutical players Pfizer and Allergan. According to a year-end review by NPR.org, while there were fewer total deals during 2015 than there were in 2014, the overall

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Major Real Estate Listing Sites Combine in All Stock Deal

Many of the highly publicized mergers and acquisitions that have occurred this year and in recent years have been in sectors like pharmaceuticals, and technology (think Silicon Valley). The wheeling and dealing, at least in terms of dollars, is historically high, and as the economy rebounds from a now 6-year old recession, companies and private

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Tax-Avoiding Inversions Don’t Let Shareholders Off

Recent developments have contributed to our latest installment in the ongoing drama series of corporate inversions through mergers and acquisitions. The New York Times this past week reported how such repatriation strategies can adversely impact shareholders of the buying company in the transaction. To recap, a popular strategy by American companies has been to acquire

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Mergers at a High in the Recovering Economy

We previously wrote in our blog about the significant spike in hostile takeovers, particularly in the pharmaceutical industry, as well as the increase in takeovers in Silicon Valley of hardware-specializing companies by other tech companies that primarily engage in software design. Now, the New York Times Dealbook has recently reported the general rise in mergers

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Congress Weighs in on AT&T and DirecTV Merger

In heavily regulated industries, companies must constantly be on top of rules and regulations, as well as make adequate reports as required by the agency or agencies that oversee their activities. Complying with the regulatory strata is also an important aspect of mergers and acquisitions for certain companies. In the United States, the Department of

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The Latest Tax Inversion Merger

As if we thought we may have dropped the issue for a while, a recent merger has again brought up the controversial practice of “tax inversion.” A tax inversion is the reincorporation of a company in a foreign country. By reincorporating, that former American company is no longer bound to pay a certain rate of

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Modifying Bylaws to Shift Fees

The state of Delaware is typically the central hub of corporate residency. Thanks to Delaware’s corporation-friendly laws, which have a range of implications for areas that include taxes, liability and others, companies routinely flock to the Blue Hen State to incorporate. So long as they establish some physical presence in the form of an office,

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Squeeze Outs in M&A

In a merger or acquisition, a strategy sometimes used by one entity to acquire the full control of another is called a “squeeze out.” In a squeeze out, a shareholder or group of shareholders that hold the majority equity in a corporation acquire the remaining shares from the minority shareholder or shareholders by making certain

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Ticking Fees in M&A Deals

In prior blogs, we discussed the use of termination fees or breakup fees, as well as reverse termination/breakup fees in corporate transactions. These fees are used for different reasons and in different ways, with risk being allocated toward a particular party in the deal to cover the possibility they may find another partner, or may

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The Lesson of Tax Avoidance for Emerging and Established California Businesses

According to Bloomberg, “[m]ultinational tax avoidance has risen to the top of the international political agenda,” and Amazon, the world’s largest online retailer, is coming under fire in the United Kingdom for just this issue. The company was sued for trademark infringement by soapmaker Lush, and a judge recently ruled in favor of Lush and

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