The United States Department of Justice (DOJ) recently announced a new department-wide Mergers & Acquisitions Safe Harbor Policy that protects acquiring companies that self-disclose criminal misconduct discovered at an acquired company. For acquiring companies that promptly and voluntarily disclose criminal
Dorsey Deal Dividends
Dorsey Deal Dividends, published by Dorsey & Whitney LLP, focuses on legal developments related to mergers and acquisitions, foreign investment, and national security considerations in business transactions. The blog covers topics such as Department of Justice policies on self-disclosure in M&A, updates to the Committee on Foreign Investment in the United States (CFIUS) jurisdiction and evaluation processes, and executive orders affecting outbound investment screening. It addresses regulatory compliance, risk management, and government oversight impacting cross-border investments and transactions involving sensitive technologies and real estate near defense installations.
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Eight New Bases Officially Added to CFIUS’s Real Estate Jurisdiction
By Justin Huff & Lawrence Ward
As we have discussed previously, proximity to sensitive U.S. Department of Defense military bases and operations, such as testing ranges, is an important element of many reviews by the Committee on Foreign Investment in the United States (“CFIUS”, or the…
Outbound Investment Screening Becomes a Reality
On August 9, after months of deliberations, President Biden issued a new Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern (the “EO”). Simultaneously, the Department of the Treasury issued a…
Recent Changes in the CFIUS Evaluation Process
By Justin Huff & Lawrence Ward
Recently the Committee on Foreign Investment in the United States (“CFIUS”, or the “Committee”) announced three changes that impact how the Committee evaluates foreign investments in U.S. businesses. While the changes appear minor, the modifications provide CFIUS with even greater…
Outbound Investment Screening Executive Order
By Justin Huff & Lawrence Ward
On December 29, 2022, President Biden signed into law the Consolidated Appropriations Act, 2023. The law directs the Department of the Treasury, in coordination with the Department of Commerce and other Federal partners, “to consider establishing a program to address…
Foreign-Owned U.S. Companies Must Soon Respond to Federal Survey
The Bureau of Economic Analysis is required to conduct a national survey of foreign direct investment in the United States every five years, and all U.S. companies with non-US persons owning or controlling, directly or indirectly, 10% or more of…
The Locked Box – Unlocked
By Mark Taylor & Carsten Greve
By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal. The locked box structure replaces…
January 2023 Semi-Annual M&A Update
On January 25, Dorsey attorneys, Brian Burke, Amelia Messa and Jonathan Van Horn presented a review of corporate, alternative entity and antitrust law developments of interest to the M&A practitioner, including the latest Delaware court decisions. Highlights from this presentation…
Increase in HSR Reportability Thresholds and Other HSR Developments
In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners. First, on January 23, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting obligations under the Hart-Scott-Rodino (HSR) Act. The new…
2023 Private Funds Compliance Calendar
Dorsey has recently published a 2023 Private Funds Compliance Calendar. The calendar includes obligations and deadlines that could potentially apply to an SEC-registered investment adviser, or CFTC-registered commodity pool operator, or a commodity trading advisor that advises private funds. The…