Cooley M&A Insight From Q2 2018

August 2, 2018

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M&A blog: Q2 2018 recap

Ninth Circuit Rules Tender Offer Disclosure Challenges Do Not Require Proof of Intent to Deceive

On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than fraudulent intent (scienter).

UK Government Introduces Lower National Security Merger Review Thresholds

Under new measures coming into force on June 11, the UK government will have greater powers to intervene in mergers that potentially raise national security concerns due to the target's involvement in military and dual-use technologies and certain categories of advanced computer technology.

Breaking Multiple Records Across the Board

Cooley M&A partner Michal Berkner comments in Acquisition Daily on the active year in M&A dealflow. “Conditions continue to be ripe for high levels of cross border M&A activity in the months ahead – cash rich corporates, private equity and funds with unprecedented levels of dry power and ticking investment clocks, financing available on favorable terms, CEOs eager to grow their businesses faster than would be possible organically and a general acceptance that the uncertain regulatory and geopolitical conditions of recent times are the new normal.”