Section Newsletter Articles on Mergers and Acquisitions

Major hidden IP costs of mergers and acquisitions By Volker Spitz Intellectual Property, January 2015 A look at the potential IP pitfalls that could befall a company involved in a merger or acquisition.
Eight common employee benefit plan failures discovered during mergers and acquisitions By William H. Mayer Employee Benefits, December 2014 In addition to identifying areas of concern, this article will address potential liabilities associated with the failures and provide a summary of corrective measures that may be available to alleviate the potential liabilities.
FTC’s recent administrative complaint In the Matter of Omnicare, Inc., PharMerica merger demonstrates continued significance of traditional market structure analysis By Richard R. Falek and Ralph V. Pantony, III Antitrust and Unfair Competition Law, August 2012 The Omnicare complaint demonstrates that the FTC may use the most persuasive—and not necessarily the most current—theories to make their case.
Mergers and acquisitions: Recent changes to the Antitrust Division’s policy guide to merger remedies mark a shift in stance on conduct remedies By Mark McCareins and Mohammad Khatib Antitrust and Unfair Competition Law, September 2011 A discussion of the DOJ Antitrust Division’s recently issued policy guide to merger remedies. The guide is intended to provide guidance to Antitrust Division staff in their work analyzing proposed remedies for mergers.
Proposed revisions of the Horizontal Merger Guidelines are released By Rebecca A.D. Nelson Antitrust and Unfair Competition Law, June 2010 The revisions are intended to reflect the evolution of the Antitrust Division and U.S. Department of Justice since the Horizontal Merger Guidelines were first released 18 years ago.
FTC/DOJ propose changes to the 1992 Horizontal Merger Guidelines Antitrust and Unfair Competition Law, December 2009 The Federal Trade Commission and the Department of Justice plan to determine whether the Horizontal Merger Guidelines should be updated to reflect the legal and economical developments since the 1992 Guidelines took effect.
Time for a governance “tune-up” By Jeffrey E. Smith Corporate Law Departments, July 2009 As the dust (hopefully) begins to settle during this time of bank and market uncertainty, and a lull continues for bank M&A activity, it may be just the time to review your institution’s governance structure, documents, and mechanisms to bring them up to date (including incorporation of appropriate “best practices” under Sarbanes-Oxley), to provide important alternatives and flexibility for responding to M&A and other corporate opportunities, and to generally put the institution in a position to better respond to market opportunities and events as they unfold.
Recent developments in merger enforcement and policy under China’s new anti-monopoly law By Michael Jacobs Antitrust and Unfair Competition Law, June 2009 Over the past several months,four important developments have shed some light on the short-term future of merger analysis in China.
Omnicare v. UnitedHealth Group: Important considerations for companies exchanging information in a merger or acquisition context By Robert F. Leibenluft, Steven M. Edwards, Corey W. Roush, and Benjamin F. Holt Corporate Law Departments, May 2009 The recent Omnicare decision highlights several important considerations for companies seeking to share information with competitors in the context of evaluating a merger or acquisition.
D.C. Circuit emphasizes internal e-mails, raises doubts about Whole Foods merger By Leslie E. John and Adam M. Finkelstein Corporate Law Departments, September 2008 On July 29, 2008, a divided panel of the U.S. Court of Appeals for the D.C. Circuit ordered further antitrust scrutiny of the now-consummated Whole Foods Market and Wild Oats Markets merger.
Minimizing information asymmetry risk in acquisitions with contingent pay-outs: An accountant’s perspective By Barry Jay Epstein and Elizabeth A. Kowalski Business and Securities Law, April 2007 Information asymmetry exists when one party to a proposed transaction has information that the other does not, thereby conveying some advantage to that party.