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Cooley M&A Insight From Q3 2018

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M&A blog: Q3 2018 recap

CFIUS Reform Puts Spotlight on Tech Companies, Foreign Government-Controlled Investors

On August 13, 2018, President Trump signed the John S. McCain National Defense Authorization Act for fiscal year 2019. The NDAA includes the Foreign Investment Risk Review Modernization Act, which expands the power of the Committee on Foreign Investment in the United States to review certain investments in US businesses by non-US entities and persons.

How Much Disclosure of Deal Dirty Laundry Is Necessary in Order to Fully Inform a Corwin/Volcano Cleansing Vote?

In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court's dismissal of deal litigation based on obtaining a cleansing vote under Corwin/Volcano because the defendants failed to show "as required under Corwin" that the vote was fully informed. The deal litigation arose from the sale of The Fresh Market to a private equity buyer through a cash tender offer that involved The Fresh Market's founder and his son, who owned collectively 9.8% of The Fresh Market shares, rolling over their equity.

UK Government Proposes New Regime for Acquisitions That Have National Security Implications

On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent.

Related Contacts
Barbara Borden  Partner San Diego
Jamie Leigh  Partner San Francisco
Ben Beerle  Partner San Francisco
Michal Berkner  Partner London
David Bresnick  Partner London
Alfred Browne  Partner Boston
Matt Browne  Partner San Diego
Sonya Erickson  Partner Seattle
Joshua Holleman  Partner Washington, DC
C. Thomas Hopkins  Partner in Charge – Los Angeles Los Angeles, San Diego
Mike Lincoln  Vice Chair Reston, Washington, DC
Andrew Lustig  Partner Reston
Laura M. Medina  Partner Colorado
Kevin Mills  Senior Counsel Washington, DC
Garth Angelo Osterman  Partner San Francisco
Rama Padmanabhan  Partner San Diego
Yvan-Claude Pierre  Partner New York, Chicago
John Robertson  Partner in Charge – Seattle Seattle
Stephen Rosen  Partner London
Justin Stock  Managing Partner – London London
Steve Tonsfeldt  Partner Palo Alto
Miguel J. Vega  Partner Boston
Francis Wheeler  Partner Colorado
Christina Zhang  Partner in Charge – Shanghai Shanghai
Related Practices & Industries

Mergers & Acquisitions