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Congress Introduces Bill to Expand CFIUS’s Review Authority

A bipartisan group of U.S. lawmakers introduced identical bills in the House and Senate on Wednesday to broaden the authority of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), an interagency committee that reviews foreign investments in U.S. companies, to determine whether such investments pose a risk to national security. The proposed bill, called the Foreign Investment Risk Review Modernization Act (“FIRRMA”), would broaden CFIUS’s jurisdiction to include review of certain joint ventures and minority investments, and represents the most significant effort to revise the CFIUS process since the passage of the Foreign Investment and National Security Act of 2007.

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The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

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Linked is the First Quarter 2015 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts 

  • Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval 
  • Price Paid to Ancestry.com, Inc. Stockholders Determined to be Fair, Despite Contrary Arguments from “Appraisal Arbitrage” Investors 
  • In Earnout Dispute Cases, Chancery Court Rules on Implied Covenant of Good Faith and Scope of Arbitration 
  • Chancery Court Declines to Apply Fee-Shifting Bylaw to Former Shareholder 
  • Substantial Damages Awarded for Breach of Contractual Obligation to Negotiate in Good Faith 

Delaware Legislative Update

Notable Deals 

  • Kraft and Heinz to Merge in Deal Orchestrated by Warren Buffet and 3G Capital 
  • Bidding War Ends for Salix Pharmaceuticals 

London Update 

  • The Small Business, Enterprise and Employment Bill: Timeline for Implementation of Key Corporate Aspects 

Asia Update 

  • China Continues Foreign Investment Reforms by Revising Foreign Investment Catalogue

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