Expert Analysis

• How NY Law Affects Scrutiny Of Health Care PE Transactions

  

  A recently passed New York law will strengthen pretransanction notification requirements for health care entities — particularly those backed by private equity — but contains several ambiguities that will hopefully be clarified before the law takes effect in August, say attorneys at Norton Rose.

• What To Know About FTC's Merger Filing Proposal

  

  Attorneys at Simpson Thacher dissect the Federal Trade Commission's recent proposal to overhaul the premerger notification process — discussing the proposal's requirements, comparing peer jurisdictions' premerger regimes, and reviewing the implementation process for a final rule change.

• PGA, LIV Tie-Up Might Foreshadow Future Of Women's Soccer

  

  The pending merger between PGA Tour and LIV Golf is entirely consistent with the history of American professional sports leagues that faced upstart competitors, and is a warning about the forthcoming competition between the National Women's Soccer League and the USL Super League, says Christopher Deubert at Constangy Brooks.

• How Attys Can Avoid Exposing Their Firms To Cyberattacks

  

  Attorneys are the weakest link in their firms' cyberdefenses because hackers often exploit the gap between individuals’ work and personal cybersecurity habits, but there are some steps lawyers can take to reduce the risks they create for their employers, say Mark Hurley and Carmine Cicalese at Digital Privacy & Protection.

• 4th Circ. Ruling Continues Trend Of Insurer Bump-Up Wins

  

  The Fourth Circuit's recent decision in Towers Watson v. National Union Fire Insurance, finding no directors and officers insurance coverage for underpayment in a reverse triangular merger, supports an emerging consensus that "acquisition" encompasses a variety of transaction types for the purposes of D&O bump-up exclusions, say Joshua Polster and Charlotte McCary at Simpson Thacher.

• Foreign Investment In Real Estate Is Getting More Complicated

  

  Increasing federal scrutiny and a proliferation of new state laws targeting foreign investment in real estate may complicate or prevent transactions even by U.S. companies or funds that have shareholders or limited partners from China and other countries of concern, say attorneys at Akin.

• Virginia 'Rocket Docket' Slowdown Is Likely A Blip

  

  After being the fastest or second-fastest federal civil trial court for 14 straight years, the Eastern District of Virginia has slid to 18th place, but the rocket docket’s statistical tumble doesn't mean the district no longer maintains a speedy civil docket, says Robert Tata at Hunton.

• Chancery Reaffirms Very High Bar For Board Liability On Deal

  

  The Delaware Court of Chancery's recent decision in a Block shareholder's suit over the purchase of Tidal serves as a reminder that an independent and disinterested board will not have liability unless it did not act in good faith — even when the court strongly criticizes flawed processes and the business decision, say attorneys at Fried Frank.

• Broadcast Deal Parties, Beware In-House FCC Hearings

  

  Potential buyers and sellers in the telecom space should take note of the recent collapse of Standard General's attempted takeover of Tegna, which could not find its way out of a procedural maze created by the Federal Communications Commission's administrative law judge review, says Dennis Corbett at Telecommunications Law Professionals.

• FTC's Amgen-Horizon Protest Raises Conglomerate Concerns

  

  The Federal Trade Commission's challenge to Amgen Inc.'s proposed $28 billion acquisition of Horizon Therapeutics is the agency's first move in four decades based on a conglomerate theory of competitive harm, and might pose new antitrust risks for transactions beyond the pharmaceutical sector, say attorneys at WilmerHale.

• How Employers Can Prepare For Minn. Noncompete Ban

  

  With Minnesota’s sweeping ban on noncompete agreements set to begin July 1, employers must immediately implement new strategies to protect their invaluable intellectual property, customer relationships and investment in employee training, say attorneys at Littler Mendelson.

• 5 Management Tips To Keep Law Firm Merger Talks Moving

  

  Many law firm mergers that make solid business sense still fall apart due to the costs and frustrations of inefficient negotiations, but firm managers can increase the chance of success by effectively planning and executing merger discussions, say Lisa Smith and Kristin Stark at Fairfax Associates.

• Bank Compliance Fixes, Not Fines, Are Key To Regulator Trust

  

  Financial regulators’ recent and costly halt of TD Bank and First Horizon Bank's merger should warn banks that absorbing regulatory fines while failing to seriously correct compliance issues will not be enough to obtain regulatory cooperation when it counts, says Sam Finkelstein at the Volkov Law Group.

• Unusual SEC Order Has Lessons For Disclosure Committees

  

  Following the U.S. Securities and Exchange Commission's settlement with DXC — involving a rare allegation faulting a disclosure committee for disclosure violations concerning non-GAAP financial measures — the need for effective and responsible disclosure committees in public companies remains paramount, says Richard Hong at Morrison Cohen.

• FTC Pharma Merger Digest May Offer Policy Clues

  

  The Federal Trade Commission's and the U.S. Justice Department's recently published summary of the agencies' workshop on proposed changes to pharmaceutical merger analysis reads like a policy roadmap and its timing may forecast the release of new draft merger guidelines, say attorneys at Mintz.