Navigating Insider Conflicts: A Delaware and Nevada Playbook
Cooley’s latest memo delivers a concise playbook for handling insider‑conflict transactions under Delaware and Nevada corporate law. Targeted at companies approaching or completing an IPO, the guide stresses that rigorous process and transparent disclosure outweigh post‑hoc legal defenses. It outlines safe‑harbor provisions, ownership thresholds, board approvals, and record‑keeping best practices, and includes a cheat‑sheet summarizing key legal standards. The memo aims to help tech firms mitigate litigation risk from minority shareholders and SEC scrutiny.
Deal Lawyers Download Podcast – Mike O’Bryan on M&A Trends for 2026
The Deal Lawyers Download podcast features Morrison & Foerster’s Mike O’Bryan outlining M&A trends for 2026. Topics include AI‑driven due diligence, evolving antitrust and national‑security review regimes, new SB 21 safe‑harbor rules, recent tax law changes, and strategies for acquihires, earnouts, and activist‑influenced...
‘Time-Is-of-the-Essence’ Clauses in Private M&A Agreements
The Delaware Supreme Court’s *Thompson Street Capital* ruling applied the equitable doctrine “common law abhors a forfeiture” to a seller’s failure to meet notice‑of‑claims deadlines in a private‑company merger. In response, researchers found that roughly 20% of 4,200 examined private...
More on the New CDIs on Cross Border Tender Offers
The SEC issued new CDIs 166.02 and 166.03 that broaden exemptions for cross‑border tender offers. CDI 166.02 allows offerors to buy target shares after announcing a tender but before distributing offering documents, provided the purchases are disclosed and may continue...
The Partial Government Shutdown’s Impact on Deals
A partial U.S. government shutdown that began in mid‑February has left the Treasury and most CFIUS offices funded, but the Department of Homeland Security’s involvement remains halted. CFIUS statutory deadlines are tolled, meaning approvals can be delayed, especially for transactions...
Antitrust: Trump 2.0’s “Deal Friendly” Merger Review
The DOJ and FTC under the Trump‑era “Deal Friendly” approach have shifted toward expediting non‑problematic mergers, reviving early termination practices, and favoring structural remedies such as divestitures. In 2025, agencies filed 12 enforcement actions, with nine settled via consent orders,...
New Broker Search CDI Will Facilitate Shareholder Approval of Deals
The SEC’s Corporate Finance Division issued a new Compliance Disclosure Interpretation (CDI) that relaxes the 20‑business‑day rule for broker searches ahead of shareholder meetings. The guidance lets companies set record dates earlier, giving them more flexibility when seeking shareholder approval...
M&A Activism: What to Expect in 2026
M&A‑focused activist campaigns surged in late 2025 and are projected to intensify throughout 2026. Activists are zeroing in on cash‑rich small‑ and mid‑cap public companies, especially those overlooked by the AI boom but with solid fundamentals. They are increasingly partnering...
DE Supreme: Accountant May Resolve Earnout Claim Involving No Calculation
The Delaware Supreme Court in Fortis Advisors v. Stillfront held that an earn‑out dispute clause referencing the “calculation of the earn‑out amount” triggers arbitration, not merely expert determination. The court affirmed that the accounting firm acting as arbitrator could resolve...
January-February Issue of Deal Lawyers Newsletter
The Deal Lawyers newsletter’s January‑February 2026 issue has just gone to print and is available online for subscribers. Targeted at M&A attorneys, private equity professionals, and corporate counsel, the publication curates rapid‑fire developments that shape dealmaking across jurisdictions. Its reputation...
Private Equity: Sponsors Expect to Capitalize on Improved Exit Environment
EY’s latest Private Equity Pulse shows sponsors are increasingly confident about 2026 exits after a resurgence in 2025. Trade sales rebounded sharply, driven by pent‑up strategic demand and stronger board‑level conviction. In total, U.S. firms recorded $481 billion of sales to...
AI in M&A: McKinsey, For One, Welcomes Our New Gen AI Overlords
McKinsey’s latest survey shows generative AI is reshaping M&A, delivering roughly 20% cost savings and accelerating deal cycles by 30‑50%. While 42% of respondents believe AI can transform the transaction process, only 30% are using it at moderate to high...
