Yesterday, the FTC adopted a final rule banning most non-competes in a 3-2, party line vote.  Like the proposed rule, the final version includes an exception for non-competes entered into in connection with the bona fide sale of a business. The carve-out is contained in Section 910.3(a) of the rule, and here’s the relevant language ..read more

Despite a bit of a checkered reputation, non-SPAC reverse mergers are still a thing, and this excerpt from a recent WilmerHale memo (p. 14) says that there’s been an uptick in these deals and that, for some companies, they are an attractive alternative to an IPO: The trend of declining public company valuations (including a ..read more

The rise of RWI has been one of the biggest stories in private M&A over the past decade or so, but according to a recent SRS Acquiom study, RWI usage on private deals appears to be plateauing. The study says that post-closing issues may be a big reason that dealmakers have tempered their enthusiasm for ..read more

This week, the FTC announced an open meeting next Tuesday, April 23rd. The Commission is scheduled to vote on final rules — previously proposed in January 2023 — that “would generally prevent most employers from using noncompete clauses.” The press release notes that the FTC received upwards of 26,000 comments on the proposed rules ..read more

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