Cooley M&A Insight From Q4 2018

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M&A blog: Q4 2018 recap

Top 10 2018 Cross-Border M&A Trends Across the Pond

In spite of a general environment of political and economic uncertainty and a daily sprinkling of stock market volatility, trade wars, sanctions, the US government shutdown disrupting the market for IPOs, Brexit uncertainty, natural disasters and various other crises, cross-border M&A activity momentum continues.

MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. Therefore, the board should have a high degree of confidence in deal certainty.

US vs UK Private M&A – Two Agreements Divided by a Common Language?

The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. To the untrained eye, acquisition and sale agreements governed under either system may appear very similar, and differences are classified as "form over substance." There are, however, a handful of material differences in approach and legal ramifications that affect corporate transaction structuring and liability exposure that seasoned M&A practitioners should be familiar with.

CFIUS Pilot Program to Require Mandatory Notification of Certain Transactions

On October 10, 2018, the US Department of the Treasury issued a set of interim regulations for a pilot program implementing certain provisions of the Foreign Investment Risk Review Modernization Act of 2018, which President Trump signed into law August 13, 2018.

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
Related Practices & Industries

Mergers & Acquisitions