Shortly after the Inflation Reduction Act was signed into law, a number of tricky interpretive issues regarding the stock repurchase excise tax were identified, and the IRS published temporary interim guidance in Notice 2023-2. John blogged about the application of that interim guidance to SPACs in early 2023. Earlier this month, the Treasury Department and ..read more

Late last week, the Treasury Department announced the issuance of a Notice of Proposed Rulemaking “to enhance certain CFIUS procedures and sharpen its penalty and enforcement authorities.” This Covington alert explains that the rulemaking “proposes revisions to CFIUS’s existing authorities in the context of non-notified transactions, mitigation agreement negotiations, and the imposition of civil monetary ..read more

You read that right! This Cleary blog addresses a late February Delaware Chancery opinion confirming an arbitration award. SM Buyer LLC v. RMP Seller Holdings, LLC (Del. Ch.; 2/24) involved an equity purchase agreement with a standard purchase price adjustment mechanism, but a post-signing amendment complicated the process: After signing, at Buyer’s request, Buyer and ..read more

In a recent blog about UPC, we discussed the language from corporates and dissidents stressing that their proxy card be returned — despite the fact that all sides’ nominees are presented on all cards. We noted that vote visibility limitations were one of the reasons for preferring which proxy card is used. This HLS blog ..read more

In our latest Deal Lawyers Download Podcast, Michael Heinz, co-head of Sidley’s SPAC practice, joined me to discuss the SEC’s new SPAC rules.  We addressed the following topics in this 12 minute podcast: – Overview of the SEC’s new SPAC rules – Elimination of safe harbor for projections and enhanced liability for deSPAC targets – SEC’s ..read more

A recent memo from H/Advisors Abernathy’s Dan Scorpio highlights some of the early lessons to be drawn from this year’s proxy season. One of those lessons is despite the lull in M&A activity in recent periods, M&A demands still feature prominently in activist campaigns: A vocal push for (or against) M&A has been a core ..read more

Here’s something that Meredith posted last week on TheCorporateCounsel.net Blog: Yesterday, the SEC posted this notice & request for comment for a proposed NYSE rule change that would amend Section 102.06 of the NYSE Listed Company Manual to extend the period for which a SPAC can remain listed if it has signed a definitive agreement with respect ..read more

A recent S&P Market Intelligence blog says that the first quarter of 2024 may see the highest number of big deal announcements in two years. Four global M&A deals with transaction values greater than $10 billion were announced in February, and with eight deals of this size through the first two months of the year ..read more

Without a doubt, the most complicated transaction that I was participated in during my years of practice involved a Reverse Morris Trust structure.  While the deal team cornered the market on Excedrin trying to sort the mechanics of that transaction out, it proved to be a terrific deal for all parties involved. This Sidley memo ..read more

At the risk of sounding like we have absolutely no lives, John and I have been eagerly awaiting the Delaware Supreme Court’s decision in the In Re Match Group Inc. Derivative Litigation for quite some time — at least since the December oral arguments. Yesterday, the comparatively short, 52-page opinion In Re Match Group Inc ..read more