Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central cautionary question that was reinforced by the July 12, 2016, Department of Justice (“DOJ”) settlement with ValueAct Capital. The well-known activist investment firm agreed to pay $11 million to settle a suit alleging that it violated the premerger reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). ValueAct purchased more than $2.5 billion of shares in two oil companies, Baker Hughes Inc. and Halliburton Co., after they announced they would merge. The DOJ alleged that ValueAct used its ownership position to influence the proposed merger and other aspects of Baker Hughes and Halliburton, and thus could not rely on the exemption.
Ed Batts leads Orrick’s global M&A and Private Equity practice group, which includes more than 60 partners globally dedicated to acquisitions and divestitures on behalf of strategics and financial sponsors alike. Orrick consistently ranks as one of the top law firms globally for M&A deal volume by delivering business acumen in the Technology, Energy & Infrastructure and Finance sectors.
- M&A: Fiduciary duty counseling of public boards, cross border transactions, spin-offs, tender offers and going private transactions.
- Corporate Governance: Board matters and public reporting obligations, including activist investor situations, stockholder proposals and accounting issues.
- Crisis Management/Cyber: Crisis management of significant incidents and internal investigations, including advice on regulators, plaintiffs and law enforcement.
Honors and Speaking Engagements
- In 2019, named both an Acritas Star and a BTI Client Service All Star, the two leading independent outside counsel client service surveys;
- Moderating or speaking at, among others, Stanford Directors’ College panels on stockholder engagement and governance, Financial Times Outstanding Director Exchange (FT-ODX) conference and the annual conference of the National Investor Relations Institute (NIRI).
- Annual checklist on M&A (here) and public company reporting matters (here);
- A study of board gender diversity on California public companies (available here);
- Article posted on the Harvard Law School Forum on Corporate Governance and Financial Regulation blog concerns the tectonic shifts in U.S. equity markets and their ramifications on stockholder engagement (available here);
- Corporate governance benchmarking study on the S&P 500 (available here);
- Corporate governance benchmarking study on the component companies of the Dow Jones U.S. Technology Company Index (available here);
- Corporate governance benchmarking study on the component companies of the Dow Jones Energy Sector Index and the S&P 500 Energy Index (available here) with a summary of this report found on the Harvard Law School Forum on Corporate Governance and Financial Regulations blog here; and
- Blog on public company matters, accessible at www.accruedknowledge.com.
- Military officer veteran and former federal special agent; deployed since 9/11 to, among other locations, Yemen and twice to Iraq.
- Graduate of the Criminal Investigator Training Program (CITP) at the Federal Law Enforcement Training Center (FLETC) and served with both the Naval Criminal Investigative Service (NCIS) and the Air Force Office of Special Investigations (OSI).
- Active participant in Orrick's veterans programs, including the firm's annual Veterans' Legal Career Fair in Washington, D.C.