Cross-Border M&A: Managing Geopolitical Risks
The Financial Times Consulting article warns that geopolitics and national‑security concerns are now central to cross‑border M&A, especially in the EU where foreign‑subsidy rules and stricter FDI controls are tightening. Dealmakers must embed antitrust analysis early and assess geopolitical risk alongside financial due diligence. Proactive regulator engagement and scenario‑based planning are recommended to avoid politicisation and last‑minute objections. A flexible, intelligence‑driven strategy is essential as political environments shift rapidly.
Fiduciary Duties: Duties of Constituency Directors
In Guilbeau v. Footprint International Holdco, Inc., the Delaware Court of Chancery reaffirmed that directors owe fiduciary duties to the corporation and all shareholders in the aggregate, not to the specific group that appointed them. The case involved Class A preferred...
Spin-Offs: IRS Reinstates “Significant Issue” Private Letter Rulings
The IRS has reinstated its significant‑issue private letter ruling program for tax‑free spin‑offs under § 355 and related reorganizations, after suspending it in 2024. The revived program lets taxpayers request rulings on specific tax issues rather than on the entire transaction....
Deal Lawyers Download Podcast: SRS Acquiom Annual M&A Deal Terms Study
The Deal Lawyers Download Podcast featured Kip Wallen discussing SRS Acquiom’s 2026 M&A Deal Terms Study. In a 20‑minute episode, the hosts highlighted emerging patterns such as the rise of “jumbo” transactions, evolving earnout structures, and shifts in purchase‑price adjustments....
Antitrust: European Commission Publishes Draft Merger Guidelines
The European Commission has published draft merger guidelines that will replace the 2004 Horizontal and 2008 Non‑Horizontal rules. The new framework places greater emphasis on a merger’s pro‑competitive benefits, such as scale, innovation, investment and supply‑chain resilience. It introduces an...
Successor Liability: Del. Bankruptcy Court Refuses to Dismiss Fraudulent Transfer Claims
The Delaware Bankruptcy Court denied a motion to dismiss fraudulent‑transfer claims in LB NewHoldCo and Lucky Bucks v. Trive Capital. Plaintiffs allege the founder and COO siphoned assets, repurchased them at inflated prices, and enabled a new owner to raise...
Antitrust: Merger Review Timelines Shortening?
FTC Chair Andrew Ferguson pledged to clear non‑problematic mergers, and Dechert’s Antitrust Merger Investigation Timing Tracker shows the promise materializing. In Q1 2026 the average duration of significant U.S. merger investigations fell to 10.8 months, below the 12.3‑month peak recorded in 2025,...
RWI: Who Pays the Premium & Retention?
Gallagher’s latest RWI market study shows a clear shift in premium responsibility from sellers to buyers since 2018. By 2021 split‑premium deals vanished, and buyers now shoulder most premiums, with sellers paying only about 17 % of policies in 2025. The...
Stockholders Agreement Challenge Ends Like Moelis
The Delaware Supreme Court reversed the Chancery Court in Wagner v. BRP Group, holding that the plaintiff’s as‑applied challenges to a stockholders’ agreement are barred. Citing the earlier Moelis decision, the Court emphasized that the contested consent provisions are merely voidable and...
CFIUS Resuming Normal Operations
The Committee on Foreign Investment in the United States (CFIUS) has resumed normal operations after the President signed legislation funding the Department of Homeland Security. With the DHS funding gap closed, CFIUS clocks are no longer tolled and the agency...
Chancery Dismisses Merger-Related Fraud Claims As Preempted Under SLUSA
The Delaware Court of Chancery dismissed the fraudulent‑inducement claims in Guerra v. Snap, ruling that the state‑law class action is preempted by the Securities Litigation Uniform Standards Act (SLUSA). The court determined that the lawsuit satisfied every SLUSA element: it...
The Current Tariff Landscape & Implications for M&A
Tariffs are no longer viewed as a short‑term hiccup but as a recurring operational and transactional risk for dealmakers, according to a recent Debevoise briefing. The firm urges acquirers to embed tariff exposure in diligence, valuation and deal structuring, including...
Earnouts: Chancery Allows Narrow Fraud Claim to Continue; Dismisses Breach Claim
The Delaware Chancery Court in Meyers v. Zimmer Biomet Holdings dismissed breach of contract claims tied to an earnout’s commercially reasonable efforts clause and the implied covenant, but let a narrow fraud claim survive. Zimmer’s 2022 acquisition of Embody, Inc....
Private Equity: A Bumpy Q1 for Financial Sponsors
MergerMarket's Q1 2026 M&A report shows global deal volume up 22% YoY to $1.16 trillion, yet financial sponsor activity fell 14% to $143 bn. Infrastructure buyouts, highlighted by AES’s $38.4 bn proposal, accounted for nearly a third of sponsor investments. Exit value slipped 29%...
Advance Notice Bylaws: DE Supreme Court Rejects Challenge on Ripeness Grounds
The Delaware Supreme Court affirmed a Chancery Court ruling that two shareholder lawsuits challenging advance‑notice bylaws were unripe. The plaintiffs, who had no intention to nominate directors, could not obtain declaratory or injunctive relief because they presented no concrete, present...