Administrative Law, Mergers & Acquisitions

High court scales back antitrust exemption

by Jarod Bona on 2/28/2013

This Daily Journal article analyzes the United States Supreme Court decision of Federal Trade Commission v. Phoebe Putney Health System, Inc, which held that a state's grant of general corporate powers to government entities...more

Administrative Law Judge Affirms Holding on Alabama SRLY Rule

by Christopher Grissom, James Long | Bradley Arant Boult Cummings LLP on 2/26/2013

On August 15, 2012, Chief Administrative Law Judge Bill Thompson issued his long-awaited SRLY ruling, holding that an Alabama consolidated group was entitled to carry forward certain net operating losses (“NOLs”) incurred...more

FTC v. Phoebe Putney Health System, Inc.: Supreme Court rules state law does not offer blanket protection from antitrust laws

by Jarod Bona on 2/21/2013

The United States Supreme Court issued a decision limiting antitrust immunity for state-sanctioned conduct. The Court unanimiously overturned the Eleventh Circuit's ruling allowing Phoebe Putney Health System, Inc. to acquire...more

Notification Threshold Under the Hart-Scott-Rodino Act Increased to $70.9 million

by Jon Dubrow, Carla A. R. Hine, Joseph Winterscheid | McDermott Will & Emery on 1/14/2013

The Federal Trade Commission recently announced higher reporting thresholds for pre-merger notifications filed on or after February 11, 2013. The U.S. Federal Trade Commission (FTC) recently announced revised thresholds for...more

FTC Announces Increases to Thresholds for Pre-Merger Notification and Limitations on Interlocking Directorates

by Ryan Gist | Davis Wright Tremaine LLP on 1/14/2013

On Jan. 10, 2013, the Federal Trade Commission made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting period requirements set forth in the...more

FTC Raises Hart-Scott-Rodino Thresholds

by David R. Brenneman, Greta Burkholder, Harry Robins | Morgan Lewis on 1/14/2013

Transactions closing as of February 11 will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 10, the Federal Trade Commission (FTC) announced that it will raise the Hart-Scott-Rodino...more

HR Professionals: The Key To Smooth Corporate Acquisitions

by Catherine P. Coulter | Dentons on 1/11/2013

Although human resources professionals are not always recognized for their efforts during a corporate acquisition, the work which they do behind the scenes can often make the difference between an acquisition succeeding or...more

I’ve Been Thinking About Conversion, But I Haven’t Decided To Convert

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/11/2013

Conversion can be a sensitive subject for some. In California, corporate conversions are a relatively new phenomenon, having made their first appearance with legislation enacted in 2002 (SB 399 (Ackerman)). The General...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

by Ralph Shay | Dentons on 1/10/2013

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

Hidden Due Diligence Risk In Mergers, Acquisitions And Investments: Independent Contractor Misclassification Oftentimes Overlooked...

by Lisa B. Petkun, Richard J. Reibstein, Andrew J. Rudolph | Pepper Hamilton LLP on 1/9/2013

Many due diligence reviews in mergers, acquisitions and investments have ignored the issue of independent contractor (IC) misclassification liability. This is a difficult exposure to identify unless the legal team digs below...more

FAA's ODRA Sustains Protest of Sole Source Award

by David I. Schneider | Holland & Knight LLP on 1/9/2013

In a recent decision, the Federal Aviation Administration's ("FAA") Office of Dispute Resolution for Acquisition ("ODRA") sustained a protest challenging the intent to award single source contract because, according to ODRA,...more

CFIUS Annual Report Shows Increase in Notified Transactions in 2011

by Wilson Sonsini Goodrich & Rosati on 1/8/2013

The Committee on Foreign Investment in the United States (CFIUS) recently released the unclassified version of its annual report to Congress for transactions notified to CFIUS during the calendar year 2011. Most notably, the...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

What's The Deal?

by Michael Shedletsky | Heenan Blaikie LLP on 1/3/2013

What better way to kick off 2013 than with kind of a big deal! eOne just announced this morning that the Competition Bureau will not stand in the way of its planned acquisition of Alliance Films....more

Rogers Towers: Fair Debt Collection Practices Act (FDCPA): Applicable to Institutions that Acquire Loans from the FDIC?

by Scott J. Kennelly, Janet C. Owens | Rogers Towers on 12/28/2012

In the wake of bank failures, some institutions have acquired failed bank assets, including loans, from the Federal Deposit Insurance Corporation. Such institutions should exercise caution when collecting on consumer loans...more

Canadian Government Approves CNOOC’s Acquisition of Nexen

by Robert Bradford "Brad" Farrar | Morgan Lewis on 12/26/2012

Monumental US$15.1 billion acquisition results in the largest foreign acquisition by a Chinese company to date. On December 7, the Canadian government approved the acquisition of Calgary, Alberta–based petroleum company...more

Are the Regulators Coming after the Patent Trolls?

by Bill Devinney | BakerHostetler on 12/24/2012

The Federal Trade Commission and the Department of Justice recently held a workshop to discuss the effects of patent assertion entities (PAEs) on innovation and competition....more

The Shale Play Today - December 2012

by R. Christopher Anderson, Nathan B. Atkinson | Spilman Thomas & Battle, PLLC on 12/24/2012

In This Issue: - The Natural Gas Industry: 2012 Year in Review & Look Ahead - Please Take Our Reader Survey - Spilman Member Speaks at National Environmental Conference - Statoil Acquires 70k Acres in Marcellus...more

FTC and DOJ Explore Role of Patent Assertion Entities in the Patent Innovation Market

by John L. Cooper, Stephanie Skaff | Farella Braun + Martel LLP on 12/21/2012

On December 10, 2012, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) jointly presented the “Patent Assertion Entities (PAEs) Activities Workshop.” This publicly-held workshop signaled a recognition by...more

Development and Opportunities in the Turkish Market - December 2012

by Meltem Akol, Charlie Lightfoot | White & Case LLP on 12/19/2012

The Turkish government’s agenda for development is one of the most ambitious in the world. Combined with investor friendly changes in the market, including a new investment incentive regime and new regulation enhancing...more

Facebook Fairness Hearing Back In The News

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 12/18/2012

Last August, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. following a fairness hearing. See DOC Calls It Fair. According to this Los Angeles Times story by Salvador Rodriguez,...more

North Carolina Regulators Find Fault With Duke Energy’s Bait And Switch

by Kathleen Wailes | LEVICK on 12/13/2012

When Duke Energy first approached Progress Energy about a potential merger in early 2011, Duke CEO James E. Rogers assured Progress CEO William D. Johnson that he was willing to take the position of executive chairman and...more

Focus on Foreign Investment: Canada Gives Green Light to CNOOC and Petronas Deals, But Red Light to Future SOE Takeovers in Oil...

by Sandy Walker | Dentons on 12/12/2012

On Friday, December 7th, the Canadian Government approved two controversial takeovers of Canadian companies under the Investment Canada Act, Canada’s foreign investment review legislation: the acquisition of oil and gas...more

Canadian Government Adjusts Rules for Foreign Investment

by Donald E. Greenfield Q.C., Y. Beth Riley | Bennett Jones LLP on 12/11/2012

On December 7, 2012, the Canadian Minister of Industry announced decisions under the Investment Canada Act (ICA) to allow acquisitions by two foreign state-owned enterprises (SOEs): of Nexen Inc. by China National Offshore...more

DOJ and SEC Release Long-Awaited FCPA Guidance

by Cohen & Gresser LLP on 12/5/2012

On November 14, 2012, the Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) jointly released A Resource Guide to the U.S. Foreign Corrupt Practices Act (the “Guide”). The Guide is intended to...more

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Administrative Law › Mergers & Acquisitions