This week at The 8th Annual Berkeley Spring Forum on M&A and the Boardroom, panelists focused on increasing scrutiny in the regulatory environment around all aspects of M&A, from the big picture down to smaller demands, like better record keeping.
Small companies are burdened. FTC Commissioner Noah Phillips discussed changes to merger policy over the last fifteen months, sharing his belief that antitrust agencies are placing a disproportionate burden on smaller companies, which are less equipped to afford the expenses associated with merger review; the median cost of second request compliance carries a price tag of $4.3 million.
Uncertainty remains. Companies are also dealing with tremendous uncertainty during the Russia-Ukraine war. Peter Harrell, a senior director on the National Security Council, highlighted impacts of the conflict on key global sectors including food and agriculture and the metals market. A diverse supply chain will be essential to securing enough critical minerals like cobalt – necessary for electric vehicle battery production over the next decade.
Take better notes. Meanwhile, Vice Chancellor of the Delaware Court, Lori Will, said she is seeing an increase in demands around Delaware General Corporation Law Section 220 in M&A. The law allows stockholders access to corporate records, and requests can often go beyond meeting minutes to include emails and director text messages. “That is where a lot of the lawsuits are happening now,” she said. Boards should talk to their advisors about compliance and regulatory risk and document it in their board minutes.
It was great seeing colleagues and friends in San Francisco. Next week, back to our regularly scheduled programming!
Have a great weekend,
The GPP Team
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Bloomberg: Deals at Historic High Despite Recession Risk, Lazard CEO Says
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Harvard Business Review: The Success of Your M&A Deal Hinges on How You Announce It
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CBS News: The Resurgence of Unions and The Fight Against Amazon
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Financial Times: Elon Musk Blazes Trail for New-Model Investor Activism
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Financial Times: Corporate America and Investors Square Off Over SEC Proposal
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Harvard Law School Forum on Corporate Governance: Q1 2022 Review of Shareholder Activism
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