Michael Gass

Michael Gass

Choate Hall & Stewart LLP

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Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information...more

4/7/2014 - Banks Conflicts of Interest Disclosure Requirements

2014 Hart-Scott-Rodino Requirements

What you need to know: HSR filing thresholds will be adjusted upward effective February 24, 2014. What you need to do: Parties involved in a large merger or acquisition should analyze whether it will...more

1/24/2014 - Acquisitions DOJ FTC Hart-Scott-Rodino Act Mergers Premerger Notifications Threshhold Requirements Transactional Attorneys

New Fundraising Opportunities for Issuers and Private Funds: SEC Lifts Ban on General Solicitation and General Advertising in...

What you need to know: On July 10, the SEC eliminated a ban contained in Rule 506 of Regulation D on the use of general solicitation in connection with fundraising activities. As a result, private companies and...more

7/15/2013 - Advertising General Solicitation Hedge Funds JOBS Act Marketing Private Equity Private Placements Regulation D Rule 144A Rule 506 Offerings SEC Venture Capital

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

7/4/2013 - Board of Directors Don't Ask - Don't Waive Injunctions Revlon Standard Single-Bidder Sales Standstill Agreements

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

6/20/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions

Public Companies Can Use Social Media for Key Company Announcements as Long as Investors Are Notified in Advance

What you need to know: The SEC recently stated that companies can use social media to make announcements without violating Regulation FD — if investors, the market and the media have proper prior notification regarding...more

4/9/2013 - Disclosure Requirements Facebook Investors Public Disclosure Regulation FD Securities Social Media Twitter

Life Sciences Companies Should Protect Themselves Against Increased Exposure to Costly Securities Fraud Lawsuits After Supreme...

What you need to know: The Supreme Court recently found that defendants in class action securities fraud lawsuits will not be able to challenge the materiality of allegedly fraudulent misstatements or omissions at the...more

3/7/2013 - Amgen Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud-on-the-Market Life Sciences Materiality SCOTUS Securities Fraud

Supreme Court Unanimously Rejects Antitrust Immunity in Hospital Merger Case

What you need to know: The Supreme Court issued a unanimous decision siding with the FTC against a hospital merger in Georgia. What you need to do: Companies should conduct careful analysis before...more

2/26/2013 - FTC FTC v. Phoebe Putney Health System Government Entities Governmental Immunity Governmental Liability Hospital Mergers SCOTUS State Action Doctrine

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