WilmerHale Blog Material: WilmerHale M&A RSS Feed

SEC Updates Guidance on Use of Projections in SEC Filings: Updated Projections Guidance Applies to all SEC Filings

Thu, 25 Jan 2024 21:42:00 Z

On January 24, 2024, the U.S. Securities and Exchange Commission adopted final rules requiring enhanced disclosures in connection with initial public offerings by special purpose acquisition companies and business combinations involving SPACs and other “shell companies”.

State Taxation of Qualified Small Business Stock: Federal Tax Exclusion Not Always Replicated at State Level

Wed, 14 Jun 2023 15:40:00 Z

In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Although gain may be excluded for federal income tax purposes, stockholders should be aware that the state tax treatment may differ, and a stockholder may be subject to state taxes on the sale or exchange of QSB stock even where federal income taxes do not apply.

The Reverse Merger Alternative to an IPO: Technique Gaining Traction in Life Sciences Sector

Tue, 25 Apr 2023 18:09:00 Z

As both one of the newest and among the oldest alternatives to a conventional IPO, the reverse merger remains a legitimate transaction structure for private companies seeking a path to public ownership and trading liquidity.

Strategies for Addressing New US Antitrust Agency Approaches to Merger Remedies

Fri, 21 Apr 2023 16:14:00 Z

US antitrust agencies' new approaches to merger remedies have dramatically changed the US merger review landscape, presenting a challenge to parties to transactions that potentially raise antitrust concerns.

2022 M&A Review and Outlook

Mon, 17 Apr 2023 00:00:00 Z

Slowing economic growth, equity market volatility, stubborn inflation, rising interest rates and geopolitical tensions combined to create a hostile environment for M&A activity in 2022. Given the headwinds of 2022, the year’s M&A deal volume is a testament to dealmakers’ ability to see the potential to create value even in unfavorable conditions.