February 24, 2012
Paul, Weiss 2011 Review of Selected U.S. Strategic M&A Transactions
Paul, Weiss just released its 2011 Review of Selected U.S. Strategic M&A Transactions. The report:
- examines the largest 25 such transactions announced during the seventeen-month period from August 1, 2010 through December 31, 2011, and
- compares the 10 largest transactions in calendar 2011 involving non-U.S. acquirors to those involving U.S. acquirors.
Among other things, the firm makes the following observations regarding the 2011 transactions:
- Rising equity prices raised dealmakers’ tolerance for risk
- Private equity-like treatment of financing risk declined substantially
- The strength of credit markets led to cash being used as the exclusive consideration in over half of the surveyed transactions
- Only one of the surveyed transactions was priced as a merger-of-equals ("MOE")—i.e., by offering no premium to either party’s shareholders—but many more included MOE-like post-closing governance provisions
- Despite an increase in cash-only transactions, the use of two-step (i.e., tender offer) structures declined
- The sizes of termination fees and reverse termination fees (in the few cases they were used) declined slightly
- Few non-U.S. acquiror transactions used stock consideration, likely reflecting the regulatory burden of listing securities in the U.S.
- Antitrust and other regulatory issues were less common among non-U.S. acquiror transactions, leading to the more frequent use of tender offer structures than in U.S. acquiror transactions
- None of the non-U.S. acquiror transactions limited the acquiror’s financing risk
- Non-U.S. acquirors gave more flexibility to target boards to change their recommendations
February 23, 2012
Insider trading - an insider's perspective
Thanks to Garrett Bauer for visting the law school today to speak with my students. Lessons worth learning early in one's career.
February 22, 2012
Insider trading investigations far from over
I don't usually troll the Fox Biz sites, but this caught my eye. Apparently, the recent insider trading investigations are far from over. According to Charlie Gasparino, the DOJ/SEC have only just begun:
--They have “scheduled out” cases for the next five years, meaning that the use of wire taps and informants have netted far more cases than they had originally thought.
--Though it’s difficult to predict future case loads, law enforcement officials are in general agreement that “hundreds” of additional people could be charged in the years ahead. “In five years, we can easily see hundreds of people arrested and charged,” another senior law enforcement official told FOX Business.
Scheduled out for years? Wow.
February 21, 2012
WSJ on Delaware arbitration
The WSJ weighs in on the legal challenge to Delaware's new arbtitation procedure: here.