Study: Private Target Deal Terms
SRS Acquiom’s 2026 M&A Deal Terms Study examined more than 2,300 private‑target acquisitions worth $569 billion that closed between 2020 and 2025. Jumbo deals—transactions of $750 million or more—now represent roughly 10% of the market, while average equity return multiples climbed to 6.5× in 2025. Earnout provisions featured in 24% of 2025 deals, and buyers are demanding tighter indemnification, with only 11% of traditional deals offering non‑survival clauses. European acquirers are increasingly behaving like private‑equity firms, applying stricter pricing and return expectations.
March-April Issue of Deal Lawyers Newsletter
The March‑April 2026 issue of the Deal Lawyers newsletter was dispatched to the printer on April 27 and is now accessible online for subscribing members. It features three in‑depth pieces: a Delaware court decision on indemnification materiality scrapes, a practical guide...
Nasdaq Increases Initial Listing Requirements for SPACs
Nasdaq announced new listing rules that raise the bar for special purpose acquisition companies (SPACs). To list on the Nasdaq Global Market, a SPAC must now have at least $100 million in market value of listed securities. On the Nasdaq Capital...
How the New Equity Tender Offer Exemptive Order Will Shape M&A
The SEC staff issued a new exemptive order that permits equity tender offers to close in a minimum ten‑business‑day period, shaving weeks off the traditional timeline. Law‑firm memos highlight that a sign‑to‑close window can now be as short as three...
Del. Superior: “Public Offering” Exclusion Doesn’t Preclude D&O Coverage for De‑SPAC Claims
The Delaware Superior Court in View v. Starstone held that a D&O policy’s “public offering” exclusion does not automatically bar coverage for claims arising from a de‑SPAC transaction. The court further ruled that insurers cannot impose additional payment conditions unless...
Conditioning Merger Payment on Release Constituted Breach of Certificate & DGCL Section 262
The Delaware Chancery Court ruled that OnSolve breached its certificate of incorporation and DGCL Section 262 by conditioning merger consideration on a stockholder’s execution of a release‑laden joinder agreement. The plaintiff, Chertok, had withdrawn his appraisal demand post‑closing and refused to...
Governing Law: Don’t Be Swayed by DExit
Baker McKenzie partner Pete Korzynski argues that the DExit debate should not dominate the choice of governing law for merger agreements. He stresses that while a target’s incorporation state governs internal corporate matters, the acquisition contract’s external affairs are best governed by...
Questions to Ask Your D&O Insurance Broker in De-SPACs
Gallagher’s new Guide to D&O Insurance for de‑SPAC transactions outlines critical questions for selecting a broker. It stresses the need for team‑level experience with de‑SPAC deals, deep market reach, and direct placement capabilities. The guide also highlights the importance of...
Del. Chancery Enforces Forum Selection Bylaw for Actions Filed Before Bylaw’s Effectiveness
The Delaware Court of Chancery ruled that Tesla’s newly adopted Texas forum‑selection bylaw governs pending derivative actions, even though the suits were filed under the old Delaware bylaw. Vice Chancellor David dismissed the plaintiffs’ “vested rights” and equity arguments, relying...
Carve-Outs: Practical Tips for Improving Deal Certainty
The latest AURELIUS Carve‑Out Survey shows roughly 80% of executives anticipate a rise in non‑core divestitures in 2026, with 73% citing refocusing on core operations as the primary driver. Trade‑related uncertainties now affect 72% of respondents, while deleveraging has fallen...
Antitrust: The Implications of Regulatory Termination Fee Insurance
Regulatory Termination Fee (RTF) insurance is an emerging product that moves the risk of reverse termination fees from buyers to insurers. The policy’s premium is typically modest, leaving buyers only a small deductible. By insulating buyers from the full fee,...
Integration: Post-Closing Cyber Risks
A new FTI Consulting report reveals that cyber‑attacks frequently strike companies after M&A closings, with more than two‑thirds of affected deals reporting negative consequences. Nearly half of those incidents led to reduced deal value, and 20% caused delays or pauses....
Exit Strategies: The Dual Track Option
Investors targeting high‑growth companies often adopt a dual‑track exit, simultaneously preparing for an IPO while courting strategic or financial buyers. This approach creates competitive pressure, allowing the company to select the path that yields the highest valuation as market conditions...
Fiduciary Duties: An Overview of the Duty of Disclosure
Faegre Drinker partners Oderah Nwaeze and Angela Lam published an overview of Delaware’s fiduciary duty of disclosure, highlighting how boards must handle management financial projections. The article clarifies that speculative or unreliable forecasts are exempt, but projections used in ordinary...
Books & Records: Courts May Consider Post-Demand Evidence in “Credible Basis” Assessment
The Delaware Supreme Court, in Paramount Global v. Rhode Island Office of the Treasurer, affirmed that courts may consider post‑demand evidence and reliable anonymous news reports when assessing a stockholder’s credible‑basis claim under Section 220. The ruling emphasizes that such evidence...
Del. Chancery Addresses When “Mere Puffery” Crosses the Fraud Line
The Delaware Court of Chancery issued a letter opinion in Shareholder Representative Services v. Sphera Solutions, clarifying when optimistic buyer statements cross from mere puffery into actionable fraud. The magistrate held that Sphera’s promise to substantially increase its marketing budget...
Delaware Law: M&A Checklist
Morris Nichols has released the 2026 edition of its 192‑page “Mergers & Acquisitions: A Delaware Checklist,” available for free download. The guide compiles the most critical Delaware court decisions on fiduciary duties, poison pills, deal protections, appraisal rights, preferred stock...
M&A Trends: PE Take Privates on the Rise
EY Parthenon’s February 2026 report shows private‑equity‑backed take‑private deals rising 9% month‑over‑month, while overall M&A deal value jumped 139% as transaction volume fell 15%. Large‑scale deals are driving the surge: transactions of $100 million + grew 224% in value and $1 billion + deals surged...
Activism: Portfolio Optimization as a Driver of M&A Activism
Alvarez & Marsal’s March 2026 US Activist Alert identifies three forces fueling M&A‑related activism: higher foreign direct investment, a push for portfolio optimization, and tighter margin discipline. The report cites Elliott Management’s recent campaigns at Honeywell and PepsiCo as proof that activists...
Premerger Notification Office Accepting Old HSR Form Again
A Fifth Circuit panel denied the FTC’s request for a stay, activating a district court ruling that vacates the 2024 HSR filing form. As a result, the FTC’s Premerger Notification Office will again accept the pre‑February 10 2025 HSR form, though filers...
Sale of Business Non-Competes: The Forfeiture for Competition Alternative
Mayer Brown’s March 2026 memo urges acquirers to replace traditional non‑compete covenants with forfeiture‑for‑competition (FFC) clauses after Delaware courts increasingly invalidate non‑competes on reasonableness grounds. An FFC ties a supplemental cash benefit to the seller’s agreement not to compete, and because...
Rollover Equity: Considerations for a Seller
John Jenkins highlights key considerations for sellers contemplating equity rollovers in M&A transactions. The blog stresses that call options embedded in buyer agreements can allow the acquirer to repurchase the seller’s rolled‑over stake, often at below‑market prices and over extended...
Special Committees: A Guide for the Perplexed
Debevoise released a practical guide on special committees in conflict transactions, detailing when to form them, member selection, and operational protocols. A key focus is the appointment of legal and financial advisors, emphasizing that the committee—not the company—must independently choose...
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...
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...