As our economy has battled a global pandemic, investors and shareholders have been on a roller coaster ride as stock prices have fluctuated, and corporations have had to quickly pivot and change how they conduct business. From the Justice Department investigating senators on both sides of the aisle for insider trading to companies trying to buy-back stock, fears of how the COVID-19 pandemic will impact our markets and investment portfolios have underscored corporate trading practices. However, in the context of a global pandemic or other emergencies that can drastically affect the market, do our insider trading laws have the effect we expect them to?
Read MoreCOVID-19 has had a monumental impact on most of the U.S. and global economy. The travel industry has been especially hit hard by the COVID-19 pandemic. With governmental health guidelines and restrictions in place, fewer individuals are traveling and more businesses have moved to operating remotely. As a result, travel companies are finding it difficult to acquire the capital required to close deals and to adhere to contractual obligations. This article will address a recent failed deal between two companies, how the Delaware court handled the issue, and what attorneys can do to prevent potential COVID-19 related problems.
Read MoreOn January 16, 2020, healthcare technology conglomerate Boston Scientific Corp. (NYSE BSX) entered a notice to appeal the Delaware court decision that ordered the completion of a $275 million acquisition of medical device company Channel MedSystems Inc. (“Channel”) (Mike Leonard, Bloomberg Law). The court’s decision comes despite Channel’s previous submissions of falsified records to the Food and Drug Administration (“FDA”). Id.
Read MoreFollowing years of negotiations and various roadblocks, the Sprint and T-Mobile merger cleared its last big hurdle in federal court last month. (Laurel Wamsley, NPR) The “mega-merger” was announced in April 2018 but faced immediate backlash. The attorney generals of New York, California, the District of Columbia, and ten other states protested the potential merger as an anti-competitive practice. (Laurel Wamsley, NPR) The states argued the reduction of carriers in the telecom market creates less market competition, limits fair and free choice for consumers, and harms workers in this industry. (Id.)
Read MoreJPMorgan's attempt to gain 100% control of its Chinese securities company will most likely be successful as China recently agreed to open its economy to more foreign investment. In January of this year, the United States and China signed a trade agreement ("the "Trade Agreement"), which eased a trade war between the two countries. (Jacob Pramuk, CNBC) The Trade Deal requires China to abide by certain commitments, which include opening its foreign market. (Bloomberg News) China is expected to eliminate its foreign equity limits, which will allow US-owned services to participate in the securities market as full owners of firms as opposed to partial owners. Id. JPMorgan's history in China – and China's willingness to open its economy – makes JPMorgan’s plan to fully own its venture a strong possibility.
Read MoreAfter a three-year campaign by Shari Redstone, Chairwoman of the two companies and daughter of media mogul and billionaire Sumner Redstone, Viacom and CBS merged to become ViacomCBS, Inc. on December 4, 2019 in an all-stock transaction worth nearly $12 billion. (Meg James, Los Angeles Times). The newly merged company was listed on the Nasdaq on December 5, 2019 under the tickers “VIACA” as the Class A stock and “VIAC” as the Class B stock. (Staff, Business Wire). CBS and Viacom are two mass media companies that create and distribute content across a variety of platforms in almost every field of media and entertainment. Id. In previous years, the two companies have merged twice with their most recent merge occurring in 1999, lasting until 2006 where Sumner Redstone split the merged entity. (Jonathan Barr, Forbes). This history makes the two media giants no strangers to federal regulatory authorities, and the merger follows the lead of other major players in the entertainment industry (“Big Media”).
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