Section Newsletters

Articles on Mergers and Acquisitions

Law Firm Succession/Exit Strategies: Small Firm Merger: A Case Study of a Solo Attorney that After Two Unsuccessful Attempts Took a Phased Approach to a Merger with a Small Sole Owner Practice By John W. Olmstead Law Office Management and Economics, Standing Committee on, May 2017 What to consider when you begin to plan for the eventual succession and transition of a solo practice.
1 comment (Most recent May 1, 2017)
Eight common employee benefit plan failures discovered during mergers and acquisitions By William H. Mayer In-House Law Departments, February 2015 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.
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 & Ralph V. Pantony, III 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 & Mohammad Khatib 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 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 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 In-House 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 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, & Benjamin F. Holt In-House 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 & Adam M. Finkelstein In-House 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 & 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.
Mergers and acquisitions: a primer By Bart A. Basi & Marcus S. Renwick Business Advice and Financial Planning, February 2004 Often when people think of mergers or acquisitions, thoughts of mega-mergers come to mind. The largest mergers in the history of the world happened within the past 10 years.
First Data and Concord merger primer By Winnie Wong January 2004 The Department of Justice filed suit on October 23, 2003 to block the proposed merger between First Data, Corp. and Concord EFS, Inc.
The “new” “A” reorganization— Disregarded entity mergers By James S. Zmuda Federal Taxation, April 2003 In TD 9038 the Department of the Treasury ("Treasury") issued temporary regulations defining the term "statutory merger or consolidation" ("Temp. Regs.") for purposes of section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("Code").
The emerging role of efficiencies in merger analysis By Michele R. Namm & Rebecca A.D. Nelson December 1999 The past few years have witnessed increasing merger activity and the corresponding evolution of the methodology for analyzing the competitive impact of mergers.

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