Mergers & Acquisitions

Expert Analysis

• CFIUS Latest Annual Report Reveals Key Enforcement Trends

  

  Attorneys at Reed Smith discuss five takeaways from the new annual report of the Committee on Foreign Investment in the United States, which assessed the 229 notices and 21 declarations filed for CFIUS' review in 2018 and provided a first look at the impact of the Foreign Investment Risk Review Modernization Act.

• Opinion

  Time To Consider Percentage Rental Agreements For Lawyers

  

  It has long been the law that attorneys cannot use percentage rental agreements because doing so would constitute an impermissible sharing of fees with nonlawyers, but such arrangements can help lawyers match expenses with revenues in lean times like now, say Peter Jarvis and Trisha Thompson at Holland & Knight.

• What COVID-19 Means For The Future Of Health Mergers

  

  Health industry sectors, including hospitals and physician organizations, are likely to see growth in consolidation activity as a result of COVID-19, but remote deal-making and other challenges will increase the difficulty of finalizing deals, says Larry Gage at Alston & Bird.

• 'Settle And Sue' Malpractice Cases Have New Clarity In Calif.

  

  A California state appellate court's recent decision in Masellis v. Law Office of Leslie F. Jensen provides a road map for proving causation and damages in settle-and-sue legal malpractice cases — an important issue of long-standing confusion, says Steven Berenson at Klinedinst.

• Updated DOJ Guidance Holds COVID-19 Compliance Clues

  

  The U.S. Department of Justice's recently updated corporate compliance guide includes a few modest edits that are especially relevant in the COVID-19 environment as companies navigate new risks and consider new business models amid tightening budgets, say Audrey Harris and Juliet Gunev at Mayer Brown.

• What You Say In Online Mediation May Be Discoverable

  

  Mediation conducted online with participants in different states makes it harder to determine where communications were made, increasing the risk that courts will apply laws of a state that does not protect mediation confidentiality, say mediators Jeff Kichaven and Teresa Frisbie and law student Tyler Codina.

• Will US Oil Cos. Follow OPEC's Lead On Production Cuts?

  

  Recent production cuts agreed to by the Organization of the Petroleum Exporting Countries and its allies gave markets confidence that Saudi Arabia and Russia are committed to stabilizing oil prices, but the question now is whether U.S. shale oil producers will continue to reduce their own production, say Denmon Sigler and Scott Shelton at Baker McKenzie.

• Prepare For Antitrust Scrutiny Of PIPEs, Partial Acquisitions

  

  In light of the regulatory attention on private equity investment activity, as well as the recent decline in M&A activity and increase in private investments in public equity, the Federal Trade Commission or U.S. Department of Justice may decide to examine for the first time a PIPE transaction that raises competitive questions, say Peter McCormack and Laura Sullivan at Kirkland.

• How COVID-19 Impact Analysis May Shape MAE Disputes

  

  Emerging disputes over whether the COVID-19 crisis has triggered a merger transaction’s material adverse effect clause shine a spotlight on the importance of showing whether the pandemic has disproportionately impacted particular industries and companies, say David Tabak and Edward Flores at NERA.

• 10 Tips For A Successful Remote Arbitration Hearing

  

  As I learned after completing a recent international arbitration remotely, with advance planning a video hearing can replicate the in-person experience surprisingly well, and may actually be superior in certain respects, says Kate Shih at Quinn Emanuel.

• PE Deals Should Consider Gov't Contractors' Small Biz Status

  

  Private equity firms targeting government contractors that receive preferential treatment in federal procurement should know how to spot red flags that result in loss of small-business status and the deal structures that mitigate this risk, say Elizabeth Leavy and Robert McCann at Reed Smith.

• Opinion

  To Achieve Diversity, Law Firms Must Reinvent Hiring Process

  

  If law firms are truly serious about making meaningful change in terms of diversity, they must adopt a demographically neutral, unbiased hiring equation that looks at personality traits with greater import than grades and class rank, says Thomas Latino at Florida State University College of Law.

• Cybersecurity Steps For Law Firms Amid Heightened Risks

  

  With large swaths of the population indoors and primarily online, cybercriminals will be able to exploit law firms more easily now than ever before, but some basic precautions can help, says Joel Wallenstrom at Wickr.

• Opinion

  It's Time For Law Firms To Support Work-From-Home Culture

  

  Now that law firms are on board with fully remote work environments, they must develop policies that match in-office culture and align partner and associate expectations, says Summer Eberhard at Major Lindsey.

• Opinion

  Republicans Keep Confirming Unqualified Judicial Nominees

  

  What emerges from the group of 200 federal judges confirmed by the Senate under President Donald Trump is a judiciary stacked with young conservative ideologues, many of whom lack basic judicial qualifications, says Sen. Dianne Feinstein, D-Calif., ranking member of the Senate Judiciary Committee.