United States: M&A/Private Equity

When a merger or acquisition utilizes an earnout to bridge a valuation gap, the closing date does not mark the end of risk for the seller. Once ownership transfers, the buyer controls the operational levers that dictate whether revenue, gross margin, or EBITDA targets will actually be reached. Sellers frequently assume that if a buyer later sets aside the target company, redirects business opportunities, or alters accounting practices post-closing, Washington contract law provides an automatic fix.

The United States Committee on Foreign Investment in the United States (CFIUS) has released its 2025 Annual Report to Congress, revealing significant trends in cross-border investment reviews and enforcement activities. The report demonstrates CFIUS's intensified focus on identifying unfiled transactions, monitoring mitigation agreements, and scrutinizing deals involving critical technologies and sensitive data.

The Southern District of New York’s decision permanently enjoining Henkel’s proposed $725 million acquisition of Liquid Nails from American Industrial Partners (AIP) shows how courts may evaluate horizontal mergers of established, differentiated brands sold through concentrated retail channels. It also shows how the current FTC approaches deal challenges. The Court described Loctite and Liquid Nails as “the true behemoths of the industry.” It granted the injunction on August 14, 2026, after a seven-day trial, and released the full redacted decision on September 11.