Skip to main content

Mergers & Acquisitions

Viewpoints

Filter by:

Viewpoint Thumbnail

Revised Federal Reserve Main Street Lending Program: Terms and Key Considerations

May 18, 2020 | Advisory | By Joseph Price, Joseph J. Ronca

This article discusses the recent revisions to the Federal Reserve’s Main Street Lending Program; borrower considerations regarding eligibility and access to the program; implications of certain covenants and restrictions; and considerations under existing debt documents.
Read more
Mergers & Acquisitions Viewpoints Thumbnail Image
Read about considerations for drafting material adverse change clauses in mergers & acquisitions in light of uncertainties associated with the COVID-19 pandemic.
Read more
Mergers & Acquisitions Viewpoints Thumbnail Image
As parties to merger or acquisition agreements carefully review their agreements to see what, if any, impacts the COVID-19 pandemic may have, the recent decision from the U.S. District Court for the Southern District of New York in Newmont Mining Corp. v. AngloGold Ashanti Ltd. provides meaningful guidance for the interpretation of Material Adverse Effect (“MAE”) provisions in agreements governed by New York law.
Read more
Mergers & Acquisitions Viewpoints Thumbnail Image

COVID-19 and Poison Pills: The Right Prescription?

April 30, 2020 | Advisory | By Matthew Gardella, Scott M. Stanton, Joshua B. Bergmann, David G. Conway

The coronavirus pandemic continues to have profound effects on the U.S. and global economies. Investor concerns about the impact of COVID-19 and government-imposed restrictions on individuals and businesses have led to unprecedented market volatility. Further material volatility is anticipated. In this environment, publicly traded companies may want to evaluate the adequacy of their corporate defenses to protect their stockholders from such predatory activities.
Read more
Viewpoint Thumbnail

The Federal Reserve Main Street Lending Program: Terms and Key Considerations

April 14, 2020 | Advisory | By Joseph Price, Joseph J. Ronca

This article discusses the Federal Reserve’s Main Street Lending Program, including eligibility; impacts on debt service, capital structure, and strategic planning; and potential obstacles under existing debt and other agreements.
Read more
Viewpoint Thumbnail

Middle Market Private Equity Fund Strategies for Managing Portfolio Company Defaults

April 10, 2020 | Advisory | By Joseph Price, Matthew B. Gautier

This advisory reviews strategies that sponsors and their portfolio companies can use to manage defaults, including proactive measures to avoid default, amendments and waivers to realign with a company’s revised outlook, sponsor support through equity cures, and lender forbearance.
Read more
Viewpoint Thumbnail
This advisory provides a drafting guide for purchase and sale agreements in the post–COVID-19 era.
Read more
Viewpoint Thumbnail

M&A in the COVID Era – Part II – Debt Financing Opportunities for Middle Market PE Funds

April 6, 2020 | Advisory | By Joseph Price, Matthew B. Gautier

This article reviews debt financing opportunities available to investors in a down market and the pros and cons of each type of financing.
Read more
Bankruptcy & Restructuring Viewpoints Thumbnail
Read about the pros and cons for private company buyers seeking to purchase distressed targets through a formal bankruptcy process in the post–COVID-19 era plus strategies for success.
Read more
Real Estate, Construction & Infrastructure Viewpoints Thumbnail

Newly Expanded CFIUS Jurisdiction

February 12, 2020 | Alert | By Cory S. Flashner, Steve Ganis, Robert Kidwell, Alyssa C. Scruggs

This alert covers new regulations taking effect on February 13, 2020 that significantly broaden CFIUS’s jurisdiction by granting it significant new review power over foreign investments in US businesses and real estate.
Read more
Viewpoint Thumbnail

Pre-Closing Covenants: Operating in the Ordinary Course of Business

January 29, 2020 | Article | By Nicholas V. Perricone

Read about issues to consider when drafting or negotiating transaction agreements with covenants to operate in the “ordinary course” of business between signing and closing.
Read more
Health Care Viewpoints Thumbnail
In June 2019, the Delaware Supreme Court issued a decision reaffirming a risk of director liability where there is no board-level reporting process for essential compliance matters.  The facts of the case arise from a 2015 listeria outbreak at Blue Bell manufacturing which resulted in the death of three people. The Delaware case reaffirmed the position that directors may be subject to liability if the director “(1) completely fail[ed] to implement any reporting or information system or controls, or (2) having implemented such a system or controls, consciously fail[ed] to monitor or oversee its operations thus disabling themselves from being informed of risks or problems requiring their attention.”  
Read more
Viewpoint-Landing Mergers Acquisitions Mintz

Control of Third Party Claims

April 22, 2019 | Alert | By Marc Mantell, Matthew E. Maguire

Indemnification provisions in private company M&A contracts have received a lot of attention in recent years. These provisions are used to allocate risk among participants but there has been a lack of attention paid to another critical provision of these contracts. We highlight the frequency of certain provisions that shift control of these claims and examine the merits of various other approaches.
Read more
Viewpoint Thumbnail

Key Takeaways from Akorn v. Fresenius

November 2, 2018 | Video | By Steve Gulotta

In Akorn v. Fresenius, the Delaware Court of Chancery determined that Fresenius validly terminated its agreement to acquire Akorn on the grounds of a material adverse change affecting Akorn’s business. Steve Gulotta discusses the significance of the decision and shares key takeaways.
Read more
Viewpoint Thumbnail
This article reviews the Delaware Court’s Akorn decision, which allowed a buyer to escape an acquisition transaction because of a material adverse change affecting the seller’s business.
Read more

President Signs Legislation Reforming CFIUS & Export Controls

August 28, 2018 | Alert | By Alexander Hecht, R. Neal Martin

Congress has continued its 57-year tradition of passing an annual defense authorization bill with the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year 2019 finalized by Congress on August 1 and signed into law by President Trump on August 13. The NDAA makes important reforms and updates to the process by which investments in U.S. businesses by foreign persons are reviewed by the Committee on Foreign Investment in the United States (CFIUS) and updates and codifies Department of Commerce practices related to export controls.

Read more

What to Do Now if You Want to Sell Your Company

August 3, 2018 | Advisory | By Jeremy Glaser

The global M&A market has remained strong from the end of 2017 into 2018, with the total deals announced in the first half of 2018 making it the best period for global M&A yet. With stockholders pressuring larger companies to grow their revenues and the strong liquidity position of many companies, it is a sellers’ market. For companies looking to sell and participate in the record-breaking 2018 global M&A market of $890.7 billion in Q1 and $889 billion closed with $1.3 billion announced in Q2,2 the toughest question is often how to start.

Read more

Not Just Mergers – FTC Highlights Commonly Missed HSR Reportable Transactions

May 16, 2018 | Alert | By Bruce Sokler, Robert Kidwell, Farrah Short

The Premerger Notification Office (the “PNO”) of the Federal Trade Commission (the “FTC”) recently issued a reminder about often overlooked “transactions” that may require notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
Read more

“No Shop” Clause Radioactive for Merger’s “Failing Firm” Defense

July 21, 2017 | Alert | By Bruce Sokler, Farrah Short

Last week a Delaware federal district court unsealed its earlier opinion blocking the merger of two radioactive waste disposal companies. 
Read more
Although the Federal Trade Commission currently is short-handed with one Democrat and one Republican serving on the Commission (out of a normal lineup of five), today they showed that bi-partisan consensus still can exist in Washington. 
Read more
Sign up to receive email updates from Mintz.
Subscribe Now

Explore Other Viewpoints: