Corporate and M&A
The firm you need when it matters most.
As an M&A leader, we handle the largest and most complex domestic and cross-border transactions.
Our teams in New York, Silicon Valley and Washington, DC advise companies, their boards and special committees on a broad range of matters, including public and private M&A, carve-outs, spin-offs, split-offs, joint ventures and strategic alliances. We also advise on private equity and venture capital investments.
We work hand-in-glove with a fully integrated, highly-regarded group of transaction specialists to deliver sophisticated advice on complex matters, comprising antitrust, CFIUS, IP/data, compensation and benefits, tax, finance and M&A litigation disciplines. Our multidisciplinary group has deep experience advising on sensitive matters involving hostile M&A, takeover defense, shareholder activism and other efforts for corporate control, allowing us to proactively and successfully mitigate situations involving active shareholders.
Our US M&A team is an integral part of our global M&A practice, which consistently ranks among the top five firms for global M&A. By tapping into our network of 28 offices around the world with seven “Band 1” rankings (including across M&A, antitrust, tax and executive compensation), we are well-prepared to help service our clients wherever their businesses take them.
Corporate blog posts
Goldilocks and the Relevant Market: Getting Market Definition Just Right in FTC v. Peabody/Arch Coal
The recent US Federal Trade Commission (FTC) win in its challenge to block a proposed joint venture between Peabody and Arch Coal, the two largest producers of coal in the Southern Powder River Basin…
Delaware Chancery Court rules that pre-closing attorney client privilege over deal related communications stays with sellers in an asset purchase
The Delaware Court of Chancery (Vice Chancellor Zurn) recently held in DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, 2020 WL 2844497 (Del. Ch. June 1, 2020), that the seller in an…
Third Circuit allows securities class action to proceed past pleading stage on theory that merger proxy did not adequately disclose regulatory risks
Court Ruling: Jaroslawicz v. M&T Bank Corp., et al., No. 17-3695 (3d Cir. June 18, 2020) (precedential opinion)The Third Circuit Court of Appeals recently denied an attempt to dismiss a Section 14(a)…
NYSE and Nasdaq provide temporary relief from shareholder approval requirements for certain capital-raising transactions
Editor's note: this post has been updated on May 18, 2020 to include new rule exceptions adopted late last week by the NYSE.In continuation of the efforts by Nasdaq and the NYSE to provide companies,…
Waste not, want not: Delaware sounds a warning to directors and officers contemplating distressed acquisitions
A warning to potential acquirors of distressed targets appears at the end of the Delaware Court of Chancery’s recent opinion in In re Tesla Motors, Inc. Stockholder Litigation.The suit challenges the…
Safeguarding control: a Delaware Chancery Court ruling provides a useful reminder about fiduciary duties during a time of volatility
Relevant to the times in which we find ourselves, the Delaware Court of Chancery, in a newly released transcript ruling in K-Bar Holdings LLC v. Tile Shop Holdings, Inc., found a colorable claim that…
The playbook for switching to a virtual annual meeting: a review of SEC guidance, state considerations, technical administration and the view of investors and advisors
Over the last five years, virtual annual shareholder meetings have been a small, but growing, trend. While percentage increases have been significant year-over-year, overall a relatively small number…
Sarah K. Solum Head of US Capital Markets and Managing Partner of Silicon Valley Office