DealLawyers.com Blog

Wachtell Lipton recently published the 2025 edition of its 234-page “Takeover Law and Practice” publication.  It addresses recent developments in M&A activity, activism and antitrust, directors’ fiduciary duties in the M&A context, key aspects of the deal-making process, deal protections and methods to enhance deal certainty, takeover preparedness, responding to hostile offers, structural alternatives and cross-border deals. As always, the publication is full of both high-level analysis and real-world examples.

Here’s how the publication summarizes unsolicited M&A activity in 2024:

Hostile and unsolicited transactions accounted for approximately 11% of global M&A activity in 2024, compared to about 8% in 2023 and 10% in 2022. Two prominent examples of unsolicited M&A in 2024 were Alimentation Couche-Tard’s unsolicited $47 billion bid for Seven & i Holdings and Allen Media’s $30 billion unsolicited offer to acquire Paramount Global. Paramount ultimately agreed to merge with Skydance Media after facing a variety of bids.

Last year’s crop of unsolicited approaches broadly vindicated prior experience: serious, well-funded, fairly valued proposals can result in the sale of a target, generally to the highest bidder in a sale process. Opportunistic behavior typically is not rewarded, particularly when taken against companies that are well-prepared. Takeover preparedness remains critical in today’s M&A environment.

– John Jenkins