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Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more

A CFIUS Roundup: Polaris Financial [Video]

Morrison & Foerster corporate partner Jeff Bell discusses developments in the CFIUS arena....more

New Reporting Requirement for Foreign Investments in the U.S.

Effective as of September 15, 2014, a new reporting requirement applies to a broad range of direct, and indirect, investments in the U.S. by foreign persons. The U.S. Department of Commerce’s Bureau of Economic Analysis (the...more

Jeff Bell Video Law Bulletin - Advanced Techniques in Bankruptcy-Proofing a License [Video]

Jeff Bell discusses advanced techniques in bankruptcy-proofing a license in the first video from his Video Law Bulletin series....more

8/18/2014

Recent Developments Relating to Hostile Deals in the US

In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more

Special Compensation Arrangements with Dissident Director Nominees

Certain activist shareholders involved in proxy contests have offered special compensation (e.g., a fee for agreeing to be nominated on the activist’s slate or performance-related bonuses after election) to their director...more

Just in Time for Proxy Season, SEC Provides New Guidance on Shareholder Proposal “Unbundling”

The U.S. Securities and Exchange Commission (SEC) staff recently issued several Compliance and Disclosure Interpretations (C&DIs) providing guidance as to when it is permissible under Rule 14a-4(a)(3) (and its companion rule,...more

U.S. Securities Offerings and Exchange Listing by Foreign Private Issuers

In This Issue: Introduction; Securities Act; Exchange Act; Foreign Private Issue Status; Listing on a U.S. Securities Exchange; Exhibits; and Index of Defined Terms. Excerpt from Introduction - Foreign...more

Creeping Takeovers and Fiduciary Duties – A Recap

In In re Sirius XM Shareholder Litigation, Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media...more

Checkpoints: The Consequences Of crossing Various Ownership Thresholds When Investing

This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”: - Sections 13...more

Recent Cases Serve as a Reminder of the Potential Impact of HSR Reporting Requirements and Other Key Disclosure Rules on...

Two recent enforcement actions by the Department of Justice and the Federal Trade Commission (the “FTC”) confirm that there is continuing attention in the United States on compliance by investors with the reporting...more

The Acquisition Of Control Of A United States Public Company

Introduction - An acquisition of any U.S. corporation involves numerous legal and business issues. This memorandum addresses the principal legal issues involved in acquiring control of U.S. corporations whose shares are...more

11/13/2012
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