William Mills

William Mills

Cadwalader, Wickersham & Taft LLP

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M&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks

On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more

6/16/2016 - Attorney-Client Privilege Bank of America Banking Crisis Banking Sector Common-Interest Privilege Confidential Communications Corporate Counsel Corporate Governance Countrywide Disclosure Litigation Privilege Merger Agreements Mortgages Popular Third-Party Relationships Young Lawyers

SEC Focuses on Investor Perspective and Use of Technology with New Concept Release

On April 13, 2016, the U.S. Securities and Exchange Commission issued a concept release on the business and financial disclosures required by Regulation S-K. The release is part of an ongoing comprehensive evaluation by the...more

5/9/2016 - Disclosure Requirements Executive Compensation Foreign Private Issuers Pay Ratio Regulation S-K SEC XBRL Filing Requirements

M&A Update: Broad Anti-Inversion Rules Released

On April 4, 2016, Treasury released new rules making it more difficult for some U.S. companies to invert (“Serial Inversion Regulations”), Proposed Regulations limiting the effectiveness of “earnings stripping” techniques...more

4/6/2016 - Corporate Taxes Foreign Corporations Inversion Tax Evasion U.S. Treasury

The Southern District of New York’s Norske Skog Decision: What Constitutes A Refinancing May Be In The Eye of The Beholder

The recent decision by the United States District Court for the Southern District of New York in Citibank, N.A. v. Norske Skogindustrier ASA could be an important consideration for future drafting and interpretation of debt...more

3/30/2016 - Citibank Commercial Bankruptcy Corporate Restructuring Distressed Debt Exchange Offer Preliminary Injunctions Refinancing Securitization

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased...more

1/20/2016 - Corporate Governance Director Removal Fee-Shifting FTC Hostile Takeover Proxy Access Teva Pharmaceuticals

Glass Lewis Opens Registration for Issuer Data Report Requests, including expanding access to certain companies in Canada and...

U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe, with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31,...more

1/11/2016 - Canada Corporate Governance Corporate Issuers EU Glass Lewis Registration

M&A Update: Delaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only For Cause Removal of Directors Where...

In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is...more

1/6/2016 - Bylaws Delaware General Corporation Law Director Removal Shareholder Votes

2016 Proxy Season – Quick Reference Guide

The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and...more

12/18/2015 - Clawbacks Cybersecurity Overboarding Proxy Season SEC Shareholder Proposals

M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief

In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected...more

12/16/2015 - Corporate Sales Transactions DE Supreme Court Financial Adviser Negligence Professional Liability

ISS Accepting Company-Selected Peer Group Submissions, including, for the first time, companies in the Russell MicroCap Index

Companies in the Russell 3000 and Russell MicroCap Index with annual meetings scheduled between February 1, 2016 and September 15, 2016 may submit updates to their self-selected compensation benchmarking peer groups from 9:00...more

11/24/2015 - ISS Peer Review Proxy Statements

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

10/29/2015 - Appraisal Controlling Stockholders Fair Value Standard Merger Agreements Private Equity Funds Purchase Price Securities Litigation Stocks

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more

9/22/2015 - Advancement Board of Directors Corporate Counsel Director Removal Indemnification Clauses Legal Fees Shareholder Litigation Shareholders' Agreements Standstill Agreements Summary Judgment Young Lawyers

M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more

5/28/2015 - Acquisitions Alibaba Business Development Corporate Counsel E-Commerce IRS Mergers Popular REIT Small Business Spinoffs Yahoo!

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more

5/19/2015 - DE Supreme Court Exculpatory Clauses Fairness Standard Independent Boards Popular

M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs

Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies...more

3/17/2015 - Corporate Taxes Mortgage REITS Popular REIT Spinoffs

SEC Issues Guidance for Shorter Debt Tender Offers

On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days,...more

2/5/2015 - Exchange Offer No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more

11/7/2014 - Allergan Inc Hedge Funds Hostile Takeover SEC Takeover Agreement

M&A Update: No Control, No Conflict, No Problem

On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest...more

11/3/2014 - Controlling Stockholders Mergers Oil & Gas Shareholder Litigation Shareholders

M&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty

On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of Rural/Metro Corporation for $75.8 million – representing 83% of the total damages – for aiding and abetting...more

10/13/2014

M&A Update: Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” As A Corporate Threat

In a May 2, 2014 ruling relating to activist hedge fund Third Point LLC’s proxy battle with auction house Sotheby’s, the Delaware Chancery Court found that Third Point was not likely to succeed in its argument that the...more

5/6/2014 - Board of Directors Fiduciary Duty Hedge Funds Shareholder Rights Sothebys Third Point

M&A Update: Chancery Court Provides Another Lesson For A Reasonable Sale Process

In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial....more

5/1/2014 - Board of Directors Corporate Sales Transactions Disclosure Requirements Fiduciary Duty Proxy Materials Shareholder Votes

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

4/18/2014 - Board of Directors Controlling Stockholders Disclosure Due Diligence Minority Shareholders Shareholders Tender Offers Williamson Act

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