On July 9, 2021, President Biden issued an executive order, “Promoting Competition in the American Economy,” which mandates greater scrutiny placed on merger deals throughout multiple sectors. (The White House, Promoting Competition in the American Economy). The order makes clear that the current Administration’s policy is to “enforce the antitrust laws to combat the excessive concentration of industry, the abuses of market power, and the harmful effects of monopoly.” Id. The order establishes a White House Competition Council, led by secretaries of multiple federal agencies, to “provide a coordinated response to overconcentration, monopolization, and unfair competition in or directly affecting the American economy.” Id. The order also encourages all appropriate agencies to vigorously and fairly enforce the Clayton Antitrust Act of 1914. . .
Read MoreTrains are the future of a greener and more interconnected economy. In March 2021, Canadian Pacific Railway (“CPR”) and Kansas City Southern Railway Company (“KCS”) publicly announced that they would merge, a move that highlighted the railroad industry’s potential to modernize American commerce. (Dan Ronan, Transport Topics). With its promise to create the first United States-Mexico-Canada rail network, the deal inspired hope in easier trade and localized networks across North America. Id. Shortly after the merger announcement, in April 2021, KCS abandoned this deal for a more lucrative merger with Canada National Railway (“CN”), a competitor of CPR. (Greg Roumeliotis, Reuters)…
Read MoreOn March 21, 2021, the Canadian Pacific Railway and the Kansas City Southern Railway Company (“KCS”) announced a cash and stock deal valued at $29 billion to link the United States, Mexico, and Canada by rail for the first time (Lauren Hirsch, The New York Times). The two corporations would have merged their rail networks into a combined 20,000 miles of tracks stretching from British Columbia through the central U.S. and into Mexico. Id. The combined company, called Canadian Pacific-Kansas City, would have been the smallest of all the major railroads operating in North America, but it would have provided significant economic benefits based on the United States-Mexico-Canada Agreement, a multilateral free trade agreement that was enacted as a successor to NAFTA in July 2020. Id. The merger would have resulted in the common stock shareholders in KCS receiving 0.489 of a Canadian Pacific share and $90 in cash per share for each share held of KCS common stock. (March 2021 Investor Presentation).
Read MoreAfter its failed 2019 Initial Public Offering (“IPO”) attempts, WeWork announced, on March 26, 2021, it has agreed to go public with a special purpose acquisition company (“SPAC”). (Reuters Staff, Reuters). This past year, SPACs have become the hottest trend in finance. (Tom Huddleston Jr., CNBC). According to a PricewaterhouseCoopers analysis, roughly 230 SPACs went public in 2020, raising about $71 billion in funding, a new record for SPACs in a single year. (PricewaterhouseCoopers). The number of SPACs that have gone public in 2021 is more than the annual total for IPOs in past years for both traditional IPOs and SPACs combined. (Rani Molla, Vox). Companies like DraftKings, Nikola Motor Co., Opendoor, and Virgin Galactic have all used the popular method of taking companies public through SPACs. (Tom Huddleston Jr., CNBC). SPAC mania is still booming, and WeWork is just one of many newbies on the expanding list of companies targeted by SPACs. Id.
Read MoreYou may have heard of an initial public offering (“IPO”), but what about a special purpose acquisition company (“SPAC”)? Once viewed as a “sketchy Wall Street arcana,” a SPAC is a publicly traded shell company created for the sole purpose of merging with or acquiring a private company so the target company can forgo much of the traditional IPO paperwork. (Heather Perlberg, Bloomberg; Julie Young, Investopedia; Camila Domonoski, NPR). In recent years, SPACs have increased in popularity to the extent many famous individuals, such as baseball legend Alex Rodriguez, professional-basketball-superstar-turned-DJ Shaquille O’Neal, and former House of Representatives Speaker Paul Ryan, are now creating them. (Heather Perlberg, Bloomberg). In 2020, U.S. SPACs raised $83.3 billion, up from $13.6 million in 2019. Id. This year, SPACs have already generated $73 billion and make up around 70% of the IPO market. Id. How did SPACs become so popular and how do they work?
Read MoreHong Kong recently announced the plan for its own blank check listing framework with hopes for deals to begin by the end of this year. A special purpose acquisition company (“SPAC”) —another name for blank check companies— is a listed shell company created with the purpose of raising money through an Initial Public Offering (“IPO”) to then acquire a promising private company, in effect taking the company public without a traditional IPO. A SPAC is often referred to as a blank check company because when a SPAC raises money, the individuals buying shares during the IPO have no idea who the future target company will be.
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