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Treasury and IRS release proposed guidance on production of clean hydrogen

Omar Samji — Fri, 29 Dec 2023 21:38:36 +0000

On December 22, 2023, the U.S. Department of Treasury (Treasury) and the Internal Revenue Service (IRS) released the much anticipated proposed regulations regarding section 45V (clean hydrogen production tax credit) and section 48(a)(15) (clean hydrogen production facility energy credit) of the Internal Revenue Code (Code), as enacted by the Inflation Reduction Act of 2022 (IRA). […]

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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 – […]

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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 […]

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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 […]

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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 […]

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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: […]

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Mapping the Regulatory Landscape for CCUS in Texas

Chris Bennett — Thu, 12 Oct 2023 00:39:09 +0000

In this article for The Texas Lawbook, Energy Private Equity partners Chris Bennett and Omar Samji and associate Sarah George discuss the opportunities and challenges in the evolving CCUS space and the impact of regulatory uncertainty on these projects. Key takeaways include: Read “Mapping the Regulatory Landscape for CCUS in Texas” here.

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Weil Guides WellSpring Consumer Healthcare in Acquisition of Bayer AG Skin Care Brands

Marta Laranjeira — Tue, 04 Apr 2023 16:40:00 +0000

Weil represented WellSpring Consumer Healthcare, a portfolio company of Avista Capital Partners, in its acquisition of a portfolio of well-recognized and trusted over-the-counter skin care brands from Bayer AG. WellSpring Consumer Healthcare is a leading middle-market healthcare private equity firm with expertise in building OTC platforms. The brands include A+D®, a leading diaper rash and […]

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Weil Advises A&M Capital Europe on the Acquisition of a Majority Stake in World of Sweets and Bobby’s

Marta Laranjeira — Mon, 24 Apr 2023 16:39:00 +0000

Weil is advising A&M Capital Europe on the acquisition of a majority stake in World of Sweets and Bobby’s (together known as IBG), a leading brand owner and tech-enabled distributor of confectionery, baked goods and savory snacks into the convenience retail, specialty, wholesale and grocery channels, from Sculptor Capital Management, Inc. The Group serves a […]

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