On March 30, 2022, the SEC voted 3-1 (Commissioner Peirce dissenting) to propose a package of rules and rule amendments governing special purpose acquisition companies (SPACs), SPAC initial public offerings (IPOs) and SPAC mergers with a target company (de-SPACs).  Part of the proposed amendments would also apply to any shell company business combination, whether or not a SPAC is involved.
Continue Reading SEC SPAC Proposal

In a recent opinion addressing the enforcement of trading restrictions (“lock-ups”) that are commonly agreed in connection with a business combination transaction between a special purpose acquisition company (“SPAC”) and a target company (“de-SPAC transaction”), the Delaware Court of Chancery determined that the restrictions at issue did not apply to certain shares held by the

On December 7, 2021, the Social Democrats (SPD), the Greens (BÜNDNIS 90/DIE GRÜNEN) and the Free Democrats (FDP) concluded the coalition agreement for the 20th legislative period of the German Parliament (2021 until 2025), in which they announced, inter alia, their intention to amend the German corporate co-determination law and to extend the scope of application of the German One-Third Participation Act (Drittelbeteiligungsgesetz).
Continue Reading German Plans to Extend the Scope of Corporate Co-Determination Rights for Employees

On December 7, 2021, the Social Democrats (SPD), the Greens (BÜNDNIS 90/DIE GRÜNEN) and the Free Democrats (FDP) concluded the coalition agreement for the 20th legislative period of the German Parliament (2021 until 2025), in which they announced, inter alia, their intention to implement changes to corporate co-determination law to prevent the current practice seeking to avoid the applicability of corporate co-determination rights for employees by changing the company’s legal form into an SE (Societas Europaea).
Continue Reading German Reform Plans regarding Corporate Co-Determination for an SE

On Tuesday, January 18th, FTC Chair Lina Khan and DOJ Antitrust Division Assistant Attorney General Jonathan Kanter held a joint press conference in which they announced ambitious plans to review and update the Merger Guidelines, targeting a release of new guidelines before the end of 2022. The most recent guidelines updates occurred after an 18-month

2021 was a historic year for mergers and acquisitions activity. While some reversion to the mean may be in store, we expect robust deal making to continue in 2022. As boards of directors and management teams seek opportunities in this competitive market, they will need to navigate a dynamic regulatory landscape and should expect investors and other stakeholders to focus on ESG metrics in the evaluation of M&A transactions to a greater extent than before.
Continue Reading M&A Outlook for 2022

With effect as from January 1, 2023, the German Supply Chain Act dated July 16, 2021 (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten – Lieferkettensorgfaltspflichtengesetz) will enter into force.

Undertakings of a particular size shall take responsibility for, and implement diligence standards with respect to, human rights-related and environmental risks in supply chains.  An undertaking which is subject to the German Supply Chain Act, but not in compliance with the requirements stipulated thereunder, may face significant sanctions.
Continue Reading Germany Strengthens Corporate Social Responsibility in Supply Chains

The EU merger control regime imposes strict limitations on the interactions between parties pending merger clearance, to ensure there is no premature implementation of the transaction.  Recent court decision has far-reaching consequences on drafting and negotiation of customary “interim covenants” in M&A agreements.

This alert memo discusses the principles established by the EU General Court