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
Morrison & Foerster corporate partner Jeff Bell discusses developments in the CFIUS arena....more
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 discusses advanced techniques in bankruptcy-proofing a license in the first video from his Video Law Bulletin series....more
8/18/2014
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
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
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
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
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
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
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
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