Dodd-Frank.com

FTC Challenges Long-Term Non-Competes in Connection with Merger

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The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn camera systems competitor VieVu, LLC from parent company from Safariland. Before the acquisition, the two companies competed to provide body-worn camera systems to large, metropolitan police departments across the United States. According... Read More

Topics: M&A

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

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Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More

Topics: Litigation, M&A, Public Companies and Securities

FTC and DOJ Approve Changes to HSR Rules and Form

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The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form.  The new HSR Form and... Read More

Topics: M&A

Revlon Lives – Chester County Employees’ Retirement Fund v. KCG Holdings, Inc.

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In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More

Topics: Litigation, M&A, Public Companies and Securities

FTC Speaks to Divestitures to Obtain HSR Clearance

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The FTC published its views on divestiture packages used to obtain clearance under the HSR Act. According to the FTC: “Before putting pen to paper, parties should discuss with Bureau staff what assets, rights, and personnel should be included in the divestiture package. For instance, assets outside the market of... Read More

Topics: M&A