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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 Second Half 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation
  • In an Appraisal Proceeding, Chancery Court More Likely to Equate Deal Price with Fair Value Where Transaction Is the Result of an Appropriate Sales Process
  • Some Non-Delaware Courts Reject “Disclosure-Only” Settlements and Endorse Trulia Standard, but a New York Court Adopts a Different Approach
  • Narayanan v. Sutherland Global Holdings: The Importance of Unifying D&O Indemnification and Expense Advancement Standards Across Corporate Documentation
  • Three Court of Chancery Decisions Consider the Effect of Stockholder Approval on Challenged Transactions
  • Chancery Court Dismisses Suit by Former Shareholders Against Board Members of OM Group, Inc., Applying the Corwin Standard and Making the Sale at Issue Subject to the Business Judgment Rule
  • Delaware Court of Chancery Applies Entire Fairness Standard to Find Interested Directors May Not Extinguish Breach of Fiduciary Duty Claims through Merger
  • Chancery Court Confirms Continued Applicability of “MFW” Standard in Dismissing Challenge to Controller Buyout
  • Additional Delaware Guidance on Avoiding Extra-Contractual Fraud Claims in a Sale Transaction
  • Delaware Supreme Court Revives Fiduciary Duty Claim and Provides New Guidance on Director Independence
  • Court of Chancery Addresses Standing to Bring Fiduciary Duty Claims Following a Freeze-Out Merger
  • Court of Chancery Invalidates Fee-Shifting Bylaw

Governance Update

SEC Update

Tax Update

Asia Update

UK Update

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