A significant amendment to the Delaware General Corporation Law took effect on August 1, 2013. The amendment will allow bidders that acquire more than 50% of the shares of a target in a tender offer (rather than 90%, as under pre-August 1 law) to squeeze out the remaining shares in a merger without a stockholder vote. 
Dividend recaps are all the rage.  2012 saw a record volume of recap transactions, and 2013 is shaping up to be another big year in the U.S. and abroad. This frenzy of activity isn’t surprising, as dividend recaps have turned out to be a powerful tool for private equity firms focused on returning capital.
Investing in any institutional market is perplexing.  Investing in the global private equity arena – with limited transparency, benchmarking and guidance – is downright challenging. The Institutional Limited Partners Association (the “ILPA”) just celebrated ten years of working to make private equity investing less mystifying. 
As a result of a recent decision of the Delaware Chancery Court, private equity buyers who partner with controlling stockholders may now be entitled to important new protections when acquiring publicly traded Delaware companies. 
Since the beginning of 2013, there has been a steady stream of notable and somewhat unanticipated announcements and new rules coming out of the IRS that impact the private equity community, and not all of them relate to the current scandals that have gotten so much attention in the press.
Institutional fund investors are increasingly adopting socially responsible investment philosophies, and there appears to be an expectation among fund managers and the industry more generally that fund investor attention to ESG issues will continue to increase over the next five years.
The AIFMD will regulate, in stages, both EEA and non-EEA based fund managers.  The deadline for transposition of the AIFMD into the laws of the EEA Member States was July 22, 2013, but some EEA Member States did not meet this deadline. 
The long-running antitrust class action litigation challenging club deals and certain other practices was recently downsized, but is still alive. A Boston federal judge’s March decision in Dahl v. Bain Capital Partners, LLC, et al. allows plaintiffs to proceed to trial against most defendants but narrows the grounds on which they may attempt to prove their "overarching conspiracy" theory.
In March 2013, the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency issued the final version of their new supervisory Interagency Guidance on Leveraged Lending.
The UK Takeover Panel has recently announced two sets of changes to be made to the City Code on Takeovers and Mergers, including a requirement that bidder provide more disclosure of the impact of a proposed offer on the target company’s defined benefit pension schemes.
The Private Equity Report Editorial Board

This report is a
publication of
Debevoise & Plimpton LLP


Paul S. Bird

Andrew M. Ahern
Jennifer L. Chu
Rafael Kariyev
Scott B. Selinger
Simon Witney

Alicia E. Lee
Associate Editor


Franci J. Blassberg

All contents @2018 Debevoise & Plimpton LLP. 
All rights reserved.




















The Private Equity Report

Spring 2013
Vol. 13, Number 3
prior issues