The Deal Desk

Markets

Dealmaking cooled in the third quarter, down — from Q2 as borrowing costs climbed. The year is still — ahead of 2025 on fewer, larger deals, and technology accounts for — of the value.

Merger arbitrage spreads

The gap between what a target holder gets at closing (offer terms at today's buyer price) and where the target trades. A wide gap means the market doubts the deal closes on these terms. Daily closes.

10-year Treasury yield

The benchmark for acquisition debt. Above 5%, leveraged buyouts get harder to finance. Last 12 months, FRED.

Marvell / Lumentum: offer value vs. Lumentum's price

Offer value is 4.5 times Marvell's close. Marvell's slide after the announcement took the offer down with it, the risk a fixed exchange ratio puts on the target.

Deal value by quarter, 2026

Q3 as reported by LSEG. Q1 and Q2 (marked *) are worked out from the first-half total and the Q3 drop.

Anatomy of a deal: Marvell / Lumentum

Equity value: $—bn
Premium to Oct 28 close: —
Lumentum holders' stake after closing: —
Fee Lumentum pays if it walks: $—bn
share of equity value: —
Reverse fee Marvell pays: $—bn
share of equity value: —
Regulatory reverse fee: $—bn

Target break fees usually land around 2 to 4% of equity value. A reverse fee about twice the target's fee means Marvell carries real risk that the deal fails on its side, antitrust included.

Rules of the road

HSR filing threshold, 2026: —
HSR threshold, 2025: —
Public companies that left Delaware since 2024: —
U.S. IPOs still choosing Delaware, H1: —

Companies leaving Delaware, mostly for Texas or Nevada, are few but loud. New companies still overwhelmingly incorporate there.

Deal parties, last six months

Daily closes · dot marks the announcement where it falls in the window

Deals

Newest first. Each deal ends with the class concept it shows best.

Deal size

Headline value in $bn. Bases differ (enterprise vs. equity value, reported vs. signed); hover a bar for detail.

Developments

Market, antitrust and corporate-law news, and what each one changes for dealmakers.

Desk reference

The core of a law school M&A course, tied to the live deals above where it helps.

How deals are structured

Statutory merger (DGCL §251). Both boards approve; target stockholders vote, majority of outstanding shares. One company disappears into the other.
Reverse triangular merger. The buyer's new subsidiary merges into the target, so the target survives as a subsidiary and keeps its contracts and licenses. The most common public-company structure.
Tender offer plus §251(h) merger. The buyer offers to buy shares directly; once it holds enough to approve the merger, the back end closes without a vote. Faster for all-cash deals.
Stock purchase vs. asset purchase. Buying the stock takes every liability with the company. Buying assets lets the buyer pick, but each asset and contract has to be transferred.
Consideration. Cash, stock or a mix. Stock deals use a fixed ratio (the target bears price risk, as in Marvell / Lumentum), a fixed value, or a collar between the two.
Scheme of arrangement. The UK and Commonwealth route: a court-supervised process approved by target shareholders (see Nuveen / Schroders).

Standards of review in Delaware

Business judgment rule. The default. Courts defer to directors who are informed, disinterested and acting in good faith.
Unocal. Defensive measures must answer a real threat and be proportionate: not preclusive or coercive.
Revlon. Once the company is being sold for cash or control changes hands, the board must seek the best value reasonably available.
Entire fairness. For conflicted and controller deals. Defendants must show fair dealing and fair price.
Cleansing. MFW: a special committee plus a majority-of-the-minority vote, both from the start, restores business judgment review for controller buyouts. Corwin: a fully informed, uncoerced vote of disinterested holders does the same for ordinary deals.
SB 21 (2025). Puts safe harbors for conflicted deals into the statute (§144). Upheld by the Delaware Supreme Court in February 2026.

Deal protections

No-shop. The target can't solicit other bids, but a fiduciary out lets it talk to an unsolicited superior proposal.
Go-shop. A window after signing when the target may actively look for a better buyer. Common in private equity deals.
Matching rights. The buyer gets a few days to match a superior bid before the target can switch.
Termination fee. The target pays if it leaves for a better deal. Courts generally accept around 2 to 4% of equity value.
Reverse termination fee. The buyer pays if the deal fails on its side, such as financing or antitrust.
Lock-ups and voting agreements. Omnicare v. NCS struck down a deal locked up so tightly no better bid could win.
Ticking fee. The price rises the longer closing takes (Paramount / Warner Bros. Discovery).

Merger agreement terms

Reps and warranties. Statements of fact about the business, qualified by disclosure schedules.
MAE / MAC clause. Lets the buyer walk if the target suffers a material adverse effect. Very hard to prove: the effect must be significant over the long term (IBP v. Tyson), and Akorn v. Fresenius (2018) is the first Delaware case to find one.
Interim covenants. The target must run in the ordinary course between signing and closing.
Efforts covenants. "Reasonable best efforts" to get approvals; "hell or high water" if the buyer must accept any divestiture.
Closing conditions and outside date. Votes, HSR and other approvals, no injunction, and the date after which either side can walk.
Specific performance. A court can order the buyer to close. Twitter sued Musk for it in 2022, and he closed before trial.
Private-target terms. Indemnities, escrows, R&W insurance and earnouts (Shield / Echodyne).

Who has to approve

HSR Act. Deals above — in 2026 must be filed with the FTC and DOJ, then wait 30 days (15 for a cash tender offer). A Second Request extends review for months.
Clayton Act §7. Bars deals whose effect "may be substantially to lessen competition."
State attorneys general. Can sue on their own even after federal clearance (Paramount / Warner Bros. Discovery).
CFIUS. Reviews foreign investment in sensitive U.S. businesses (a Saudi PIF bid for Unity would be reviewed).
Sector regulators. STB for rail (Union Pacific / Norfolk Southern), FCC for telecom licenses, FERC and state commissions for utilities, the Fed and OCC for banks.
Foreign regulators. The European Commission, the UK CMA and China's SAMR.
Shareholders. Target holders vote; buyer holders also vote under exchange rules when the buyer issues 20% or more of its stock, as in Marvell / Lumentum.

Filings on EDGAR

8-K. Announces the deal and attaches the merger agreement.
425. Deal communications, such as press releases and investor slides.
S-4. Registers the shares issued in a stock deal.
DEFM14A. The merger proxy: background of the deal, fairness opinions, projections. Read "Background of the Merger" first.
SC TO-T and 14D-9. A tender offer and the target board's response.
Schedule 13D. Filed by anyone crossing 5% with plans to influence the company.
PREC14A. A contested proxy, as in the fight for Warner Bros. Discovery.

Cases to know

Case	Year	What it stands for
Weinberger v. UOP	1983	Entire fairness: fair dealing and fair price in a cash-out by a controller.
Smith v. Van Gorkom	1985	Directors breached the duty of care by approving a sale without informing themselves.
Unocal v. Mesa Petroleum	1985	Enhanced scrutiny for takeover defenses: reasonable threat, proportionate response.
Moran v. Household International	1985	Upheld the poison pill.
Revlon v. MacAndrews & Forbes	1986	When the company is for sale, the board must get the best price.
Paramount v. Time	1989	A strategic stock-for-stock merger did not trigger Revlon.
Paramount v. QVC	1994	A sale of control to a buyer with a controller does trigger Revlon.
IBP v. Tyson Foods	2001	A MAE has to be durationally significant, not a short-term dip.
Omnicare v. NCS Healthcare	2003	A deal fully locked up with no fiduciary out is invalid.
Kahn v. M&F Worldwide (MFW)	2014	Committee plus majority-of-minority vote restores business judgment review for controller deals.
Corwin v. KKR Financial	2015	An informed, uncoerced stockholder vote cleanses a non-controller deal.
Akorn v. Fresenius Kabi	2018	First Delaware ruling that a buyer validly terminated for a MAE.

Practice questions from live deals

Marvell / Lumentum uses a fixed exchange ratio. Draft the collar Lumentum's lawyers might have asked for. Who does it protect, and what does it cost them?
Paramount / Warner Bros. Discovery: when did Warner's board take on Revlon duties, and how did a rival bid from Netflix change what the board had to do?
SpaceX / xAI: both companies are led by the same person. If both were Delaware public companies, what process would get the deal business judgment review?
Union Pacific / Norfolk Southern needs Surface Transportation Board approval. Draft an outside date and a reverse termination fee that fit a two-year review.
Shield / Echodyne is priced "up to" its headline figure. Why do earnouts end up in court so often? Write one milestone that is hard to fight about.