Cooley M&A Insight From Q3 2018

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M&A blog: Q3 2018 recap

CFIUS Reform Puts Spotlight on Tech Companies, Foreign Government-Controlled Investors

On August 13, 2018, President Trump signed the John S. McCain National Defense Authorization Act for fiscal year 2019. The NDAA includes the Foreign Investment Risk Review Modernization Act, which expands the power of the Committee on Foreign Investment in the United States to review certain investments in US businesses by non-US entities and persons.

How Much Disclosure of Deal Dirty Laundry Is Necessary in Order to Fully Inform a Corwin/Volcano Cleansing Vote?

In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court's dismissal of deal litigation based on obtaining a cleansing vote under Corwin/Volcano because the defendants failed to show "as required under Corwin" that the vote was fully informed. The deal litigation arose from the sale of The Fresh Market to a private equity buyer through a cash tender offer that involved The Fresh Market's founder and his son, who owned collectively 9.8% of The Fresh Market shares, rolling over their equity.

UK Government Proposes New Regime for Acquisitions That Have National Security Implications

On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent.

Related Contacts
Barbara Borden Partner San Diego
Jamie Leigh Partner San Francisco
Ben Beerle Partner San Francisco
Michal Berkner Partner London
David Bresnick Partner London
Alfred Browne Partner Boston
Matt Browne Partner San Diego
Sonya Erickson Partner Seattle
Joshua Holleman Partner Washington, DC
C. Thomas Hopkins Partner in Charge – Los Angeles Los Angeles, San Diego
Ray LaSoya Partner Los Angeles
Mike Lincoln Vice Chair Reston, Washington, DC
Andrew Lustig Partner Reston
Laura M. Medina Partner Colorado
Kevin Mills Partner Washington, DC
Garth Osterman Partner San Francisco
Rama Padmanabhan Partner San Diego
Yvan-Claude Pierre Partner New York, Chicago
John Robertson Partner in Charge – Seattle Seattle
Stephen Rosen Partner London
Justin Stock Managing Partner – London London
Steve Tonsfeldt Partner Palo Alto
Miguel J. Vega Partner Boston
Francis Wheeler Partner Colorado
Christina Zhang Partner in Charge – Shanghai Shanghai
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Mergers & Acquisitions