Global Private Equity Watch - Feed

Heightened Antitrust Scrutiny and its Impact on Debt Financing Costs and Commitments

Andrew J. Colao — Mon, 18 Dec 2023 21:26:15 +0000

As we head into the winter months, one trend that has the potential to “chill” activity in the market is the broader and more aggressive approach to antitrust enforcement taken by the Federal Trade Commission and the Antitrust Division of the Department of Justice. This heightened regulatory scrutiny has resulted in lengthier deal timelines – […]

The post Heightened Antitrust Scrutiny and its Impact on Debt Financing Costs and Commitments appeared first on Global Private Equity Watch.

Surprise: Target Company May Not Be Entitled to Expectancy Damages Based Upon the Lost Premium for an Acquirer’s Wrongful Failure to Close a Merger

Glenn D. West — Tue, 14 Nov 2023 16:27:53 +0000

In what appears to be the last decision related to the Twitter/Musk saga, Crispo v. Musk, 2023 WL 7154477 (Del. Ch. Oct. 31, 2023), Chancellor McCormick cast significant doubt upon the ability of a target company to recover damages measured by the “lost stockholder premium” that was bargained for as part of the merger agreement. Although this issue had been out there as a theoretical problem ever since the Second Circuit’s decision in Consolidated Edision, Inc. v. Northeast Utilities, 426 F.3d 524 (2d Cir. 2005) (almost universally referred to as “Con Ed”), most practitioners believed Delaware courts would likely view damages measured by the lost stockholder premium as, at least in part, recoverable by a target company when an acquirer wrongly terminated the merger agreement and the expected conversion of the target’s stock into the agreed-upon merger consideration did not occur. But that belief now appears to have been unjustified.

Inflation Reduction Act: New Monetization Techniques Are Helpful, But May Be Limited For Partnerships with Tax-Exempt Investors

Greg Williamson — Wed, 01 Nov 2023 17:41:42 +0000

The Inflation Reduction Act of 2022 (the “IRA”) includes two new monetization opportunities – (i) the ability to receive cash payments from the government in lieu of claiming certain tax credits (“Direct Pay”) and (ii) the ability to sell certain tax credits to third parties for cash (“Transferability”). These provisions were intended to increase the […]

The post Inflation Reduction Act: New Monetization Techniques Are Helpful, But May Be Limited For Partnerships with Tax-Exempt Investors appeared first on Global Private Equity Watch.

Purchase Price Adjustments: Arbitrations, Expert Determinations, Stuff in Between, and the Spector of a “Malicious” Adjustment Claim

Glenn D. West — Fri, 27 Oct 2023 14:40:23 +0000

Many private company acquisition agreements contain provisions providing a mechanism for resolving disputes over post-closing purchase price adjustments, without resort to litigation. In most cases, this involves contractually referring the dispute to an independent accountant with limited authority to resolve the parties’ disagreements regarding accounting methodology and calculations. It is rare that contracting parties actually […]

The post Purchase Price Adjustments: Arbitrations, Expert Determinations, Stuff in Between, and the Spector of a “Malicious” Adjustment Claim appeared first on Global Private Equity Watch.

DOE Selects Seven H2Hubs Across the U.S. – What’s Next?

Omar Samji — Fri, 20 Oct 2023 13:27:10 +0000

On October 13, 2023, the U.S. Department of Energy (“DOE”) selected seven regional clean hydrogen hubs (“H2Hubs”) for award negotiations to receive up to $7 billion in federal funding in accordance with the Infrastructure Investment and Jobs Act (IIJA), also known as the “Bipartisan Infrastructure Law”. The goal of H2Hubs is to accelerate the development of […]

The post DOE Selects Seven H2Hubs Across the U.S. – What’s Next? appeared first on Global Private Equity Watch.

SEC’s Division of Examinations Announces 2024 Examination Priorities for Private Fund Sponsors

David E. Wohl — Thu, 19 Oct 2023 16:20:00 +0000

On October 16, 2023, the SEC’s Division of Examinations (“Division” or “EXAMS”) issued its examination priorities for 2024.[1] The publication details the key examination topics and risks that the Division intends to prioritize in the next year. The Division highlighted the following areas of examination focus relevant to investment advisers: Duty of Care and Loyalty: […]

The post SEC’s Division of Examinations Announces 2024 Examination Priorities for Private Fund Sponsors appeared first on Global Private Equity Watch.

Navigating the Void of Pore Space Regulation

Chris Bennett — Tue, 10 Oct 2023 17:06:20 +0000

Energy Private Equity partners Chris Bennett and Omar Samji and associate Sarah George recently hosted a webcast for The Texas Lawbook titled “Navigating the Void of Pore Space Regulation,” in which they discuss the opportunities and challenges in the evolving CCUS space and the impact of regulatory uncertainty on these projects. Chris, Omar and Sarah […]

The post Navigating the Void of Pore Space Regulation appeared first on Global Private Equity Watch.

SEC Settles Charges Regarding Adviser’s Violation of Whistleblower Protection Rules

David E. Wohl — Wed, 04 Oct 2023 14:23:14 +0000

On September 29, 2023, the SEC settled[1] charges against an investment adviser in connection with the adviser’s violations of Rule 21F-17 under the Securities Exchange Act of 1934 (“Whistleblower Protection Rules”). As part of the settlement, the adviser agreed to pay a $10 million penalty. Adopted by the SEC in 2011 pursuant to the Dodd-Frank […]

The post SEC Settles Charges Regarding Adviser’s Violation of Whistleblower Protection Rules appeared first on Global Private Equity Watch.

The Rise of Private Credit & Its Impact on Acquisition Dynamics

Benton Lewis — Mon, 18 Sep 2023 13:47:20 +0000

Private credit is all the rage these days, grabbing headlines for its rapid growth as an asset class in what industry leaders have called a “golden moment” for the space. Commentators have rightly focused on the myriad advantages of direct lending solutions for borrowers under credit facilities, but the growing prominence of privately placed financings […]

The post The Rise of Private Credit & Its Impact on Acquisition Dynamics appeared first on Global Private Equity Watch.

SEC Issues Risk Alert on Adviser Examination Process and Settles Charges Regarding Advisers’ Marketing Rule Violations

David E. Wohl — Tue, 12 Sep 2023 17:30:55 +0000

Exam Risk Alert On September 6, 2023, the SEC’s Division of Examinations (Division) issued a risk alert outlining its risk-based approach to selecting advisers for examination and determining focus areas of such examinations. The risk alert can be found here. With respect to adviser selection, the alert notes the Division’s focus on: (i) prior examination […]

The post SEC Issues Risk Alert on Adviser Examination Process and Settles Charges Regarding Advisers’ Marketing Rule Violations appeared first on Global Private Equity Watch.