Recent Trends in US Mergers and Acquisitions: Litigation and Regulatory Actions

Kenneth Thompson, II, Chief Legal Officer, LexisNexis Group, USA
R. Samuel Snider, Vice President & Lead Acquisition Counsel, LexisNexis Group, USA

Both anecdotal and quantitative data confirm that global mergers and acquisitions (‘M&A’) activity collapsed alongside the global financial markets in the second half of 2008. According to Capital IQ deal volume fell from roughly 1300 deals closed in 2008 with an aggregate value of roughly $1.5 trillion to roughly 1100 deals closed in 2009 with an aggregate value of only $814 billion – the lowest total in the US since 2004. For in-house counsel at companies with active M&A portfolios, however, reduced deal volume did not necessarily equate to a quiet year. 2008 and 2009 saw some very important developments in the M&A world in terms of litigation and regulatory activity, and deal structures implemented in response to these developments. This article outlines some of the more important recent trends, focusing on lessons for in-house counsel in negotiating US M&A transactions and advising executives and board members of new pitfalls that may fall outside the scope of traditional M&A legal risks. In each section we analyse relevant legal developments and offer suggestions for managing new risks and advising our business partners both prior to launching significant transactions and during the deal process.

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USA Mergers & Acquisition General May 2010 Vol. 3, No. 11, Spring 2010

Kenneth Thompson

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Ken Thompson is Global Chief Legal Officer for the LexisNexis Global Legal Department. He joined LexisNexis in 2001. As a member of the LexisNexis Group Management Committee, Ken leads and advises at the highest levels of the company and is the principal legal advisor to the LexisNexis Global Chief Executive Officer. Prior to joining LexisNexis Ken was a partner in a highly respected Cincinnati, Ohio, law firm for more than 15 years. Ken is a past chair of the Ohio State Bar Association’s Computer and High Technology Law Committee, where he did ground-breaking work on the work-made-for-hire doctrine, as well as the state’s white collar computer crime laws, then in their infancy. In addition, Ken is a former member of the Ohio State Bar Association Intellectual Property Section Board of Governors, and a former member of the Ohio State Bar Association’s Council of Delegates. Ken has a B.A. degree from Capital University and a JD from the University of Cincinnati College of Law. His broad expertise makes him an authoritative and highly engaging public speaker on a range of issues: intellectual property, acquisitions and divestitures, anti-trust, and Internet security.

Samuel Snider

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Sam Snider is Vice President and Lead Acquisition Counsel in LexisNexis Global Legal Department. He joined LexisNexis in 2007. Sam's practice focuses on LexisNexis' global merger, acquisition and divestiture activities. Sam leads LexisNexis internal and external legal teams, and coordinates between divisional management teams and global LexisNexis management, on mergers, acquisitions and divestitures by all of LexisNexis' divisions, including numerous recent acquisitions in the United States, Europe and Asia. Additionally, Sam leads the Global Legal Department's Outsourcing and Offshoring and U.S. Legal Markets Legal Compliance teams. Prior to joining LexisNexis, Sam practiced in the M&A department of the Atlanta office of Paul, Hastings, Janofsky & Walker, a large international law firm. He is a frequent writer and speaker on corporate law and M&A matters and has been named a Georgia Rising Star by Atlanta Magazine and Georgia Super Lawyers-Rising Star Edition. Sam is based in Atlanta, Georgia, and is a member of the American Bar Association and the Georgia Bar Association. In his free time, Sam is an avid whitewater kayaker, motorcycle enthusiast and home-brewer.

LexisNexis

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LexisNexis is a leading global provider of content-enabled workflow solutions designed specifically for professionals in the legal, risk management, corporate, government, law enforcement, accounting, and academic markets. LexisNexis originally pioneered online information with its LexisNexis services. A member of Reed Elsevier, LexisNexis serves customers in more than 100 countries with more than 18,000 employees worldwide.

USA Mergers & Acquisition General May 2010 Vol. 3, No. 11, Spring 2010
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