M&A Regulation

Extracted Attributes

• Key Figure

  Lena Khan (FTC Chair)

• Policy Influence

  Biden administration's antitrust views, 2023 Merger Guidelines

• Threat to Market

  Market Liquidity

• Primary Regulator

  Federal Trade Commission (FTC)

• Effect on Companies

  Forcing into Private Markets

• Underlying Concerns

  Anti-competitive practices, 'too-big-to-fail' concentration risk

• Impact on IPO Market

  Frozen

• Context of Discussion

  Technological disruption, AI sector

• Impact on Venture Capital Exits

  Choked off

Timeline

• The Biden administration telegraphed expansive views on antitrust, including the release of the 2023 Merger Guidelines, influencing M&A regulation. (Source: web_search_results)

  2023

• The Department of Justice (DOJ) unveiled a new safe harbor policy for voluntary self-disclosures related to M&A misconduct. (Source: web_search_results)

  2023-10

• The regulatory landscape played a crucial role in shaping bank M&A activity, with increased scrutiny on proposed mergers to prevent anti-competitive practices and systemic risks. (Source: web_search_results)

  2024

• Aggressive M&A regulation, attributed to FTC Chair Lena Khan, has frozen the IPO market and choked off venture capital exits, forcing companies into private markets and threatening market liquidity. (Source: Document 6358cabc-860d-4ddd-80ec-d4393b2c9b47)

  Ongoing

M

M, or m, is the thirteenth letter of the Latin alphabet, used in the modern English alphabet, the alphabets of several western European languages and others worldwide. Its name in English is em (pronounced ), plural ems.

Web Search Results

• Mergers & Acquisitions Laws and Regulations USA 2025 - ICLG.com

  The rules governing certain M&A transactions will vary depending on the state of incorporation of the target company. The laws of the state of incorporation of a company will regulate the shareholder and board approvals required in connection with a merger transaction, or a transaction involving the sale of all or substantially all of the assets of a company, as the laws of the state of incorporation of a company are the source of statutory requirements for effecting these transactions. As [...] other property, or a combination of any of the foregoing. Merger transactions typically require approval of the boards of directors of the constituent companies and a vote of the shareholders of the constituent companies. However, under the laws of many states, including Delaware, a “short-form merger” can be consummated by an acquirer that owns at least 90% of the shares of the target company without target company board approval or a separate shareholder vote. As described in the response to [...] In a typical merger transaction, the acquiring company forms a new acquisition subsidiary to effect the merger. The target company is merged with the new acquisition subsidiary, and either the target company or the acquisition subsidiary will survive the merger as a wholly owned subsidiary of the acquiring company. The merger becomes effective at such time as a “certificate of merger” is filed with the Secretary of State in the state in which the surviving company is incorporated, or such later

• Bank M&A Trends and 2025 Outlook | Cherry Bekaert

  The regulatory landscape played a crucial role in shaping bank M&A activity in 2024. Regulatory bodies closely scrutinized proposed mergers to ensure they did not result in anti-competitive practices or pose systemic risks to the financial system. Regulatory approval processes were often lengthy and complex, requiring banks to carefully navigate the regulatory environment to successfully complete their deals. [...] The industry is also facing increased regulatory scrutiny in the wake of several bank failures in 2023, affecting the ease and attractiveness of conducting M&A transactions, including new or revised antitrust, consumer protection and risk management mandates. In addition, the onset of new capital and risk weighting requirements around the proposed Basel III endgame has created uncertainty as to its impact on bank profitability, further complicating the U.S. bank M&A market. [...] U.S. regulators are increasingly weighing financial system stability concerns and the merits of competition against “too-big-to-fail” concentration risk, particularly given the fallout from the 2023 bank failures. Consequently, bank M&As continue to face tougher oversight from both federal and state regulators.

• Mergers and Acquisitions—What Awaits in 2025?

  Some of this conclusion is, however, sector-specific. After several years of a challenging regulatory environment for bank M&A, the bank regulatory agencies are widely expected to be more receptive to bank mergers that meet the required statutory factors and to reducing the burdens for new entrants. There may also be areas, such as technology transactions, where enforcement policy continues to be more assertive than potential M&A participants would hope. So too, we expect CFIUS transaction [...] Hostile and unsolicited transactions, which accounted for approximately 11% of global M&A activity in 2024, may experience a boost from relaxed regulatory enforcement and increased dealmaking interest generally. Cross-border M&A, which grew by 5.9% in 2024 compared to 2023 and represented 32% of global M&A volume last year, will require even greater care as protectionist policymaking and geopolitical tensions persist. [...] _Regulatory Reset._ The upcoming change in the U.S. administration is likely to bring a significant reduction in overall aggressiveness of the federal antitrust agencies’ M&A enforcement. The Biden administration clearly telegraphed its expansive views of harms remediable by the antitrust laws, including in its 2023 Merger Guidelines, and sought to rein in transactions through a variety of means, notably including litigation seeking to block a number of deals, sometimes successfully (_e.g._,

• Mergers & Acquisitions Laws and Regulations 2025 – USA

  In October 2023, the DOJ unveiled a new safe harbour policy for voluntary self-disclosures made in connection with M&A. Under the new M&A safe harbour policy, companies can avoid criminal prosecution if they voluntarily self-report misconduct discovered at the acquired company within six months of closing (regardless of whether such conduct is discovered before or after an acquisition), remediate such misconduct within one year of closing, and fully cooperate with any ensuing DOJ investigation. [...] for years to come. [...] Most significantly, US antitrust agencies continued their current practice of increased scrutiny and aggressive enforcement of transactions, with many significant regulatory challenges and settlements. While individual merger enforcement actions proved troublesome for specific deals and unquestionably had a chilling effect on larger-scale deals with any market-concentration risk, the agencies’ use of their rulemaking powers during 2023 will have material and far-reaching effects on M&A practice

• General Legal Framework | United States | Global Public M&A Guide

  The acquisition of a public company (i.e., a company with securities listed on a US securities exchange) requires compliance with certain United States federal laws and state laws. While this chapter addresses both friendly acquisitions and hostile bids, the primary focus is on friendly (non-hostile) transactions. Whatever the acquirer’s disposition, friendly or hostile, the legal and regulatory framework discussed below generally applies equally. [...] 2.3 Regulation of Foreign Investment - CFIUS [...] In addition, Section 16 of the Exchange Act, and the SEC rules promulgated thereunder, provide for reporting requirements and "short-swing" profit disgorgement for beneficial owners of more than 10% of the outstanding voting securities of a public company and its officers and directors. 2.2 Other regulatory requirements - Hart-Scott-Rodino