Mergers & Acquisitions Business Organization General Business

Mergers Acquisitions Shareholders Board of Directors Merger Agreements Fiduciary Duty Shareholder Litigation Corporate Counsel Due Diligence FTC Hart-Scott-Rodino Act Popular Delaware General Corporation Law DOJ SEC Appraisal Corporate Governance EU Representations and Warranties Acquisition Agreements Contract Terms Controlling Stockholders Private Equity Publicly-Traded Companies UK Buyers Breach of Contract Limited Liability Company (LLC) Purchase Agreement Breach of Duty Compliance Target Company Business Judgment Rule Corporate Taxes DE Supreme Court Foreign Investment Indemnification IRS Threshold Requirements Minority Shareholders Sellers Shareholder Rights Stocks Contract Drafting Contract Negotiations Forum Selection Selling a Business Shareholder Approval Shareholder Votes Tender Offers Cross-Border Transactions FCPA Hostile Takeover Investors Shareholder Activism China Germany Oil & Gas The Clayton Act Canada Conflicts of Interest Directors Disclosure-Based Settlements Employment Contract Enforcement Actions Fair Market Value Fraud Joint Venture Securities Exchange Act Size of Persons Test Small Business Successor Liability Trulia Appeals Business Valuations Bylaws CFIUS Derivative Suit Disclosure Requirements Energy Sector Interlocking Directorate Non-Compete Agreements Risk Assessment Safe Harbors Size of Transaction Test Takeover Bids Assignments Class Action Competition Federal Contractors Going-Private Transactions Investment Funds Letters of Intent Merger Controls Premerger Notifications Proxy Statements Stock Purchase Agreement Young Lawyers Antitrust Investigations Appraisal Rights Books & Records Complex Corporate Transactions Corporate Officers France Indemnification Clauses New Legislation Proposed Amendments Sale of Assets Startups Strategic Planning Successors Asset Purchaser Business Development Confidential Information Contract Interpretation Covenant of Good Faith and Fair Dealing Disclosure Divestiture Earn-Outs Fairness Standard Foreign Corporations International Labor Laws IPO Master Limited Partnerships Partnerships Restrictive Covenants Reverse Triangular Mergers Revlon Standard Shareholders' Agreements Short-Form Mergers Subsidiaries Succession Planning Takeover Agreement Third-Party U.S. Treasury Venture Capital Aiding and Abetting Attorney's Fees Audits Australia Bad Faith Buyouts Capital Markets Choice of Entity Commercial Bankruptcy Corporate Conversions Dell Disclaimers Entrepreneurs European Commission Executive Compensation Family Businesses Fee-Shifting Financial Statements Foreign Acquisitions Foreign Subsidiaries Funding Insurance Industry Intellectual Property Protection Inversion Multinationals National Security New Amendments Operating Agreements Representations and Warranties Insurance Risk Management Settlement Stock Sale Agreements Wage and Hour Anti-Bribery Anti-Corruption Anti-Reliance Clauses Antitrust Provisions Auction Best Efforts Clauses Broker-Dealer Business Taxes Cartels Closely Held Businesses Collective Bargaining Commercial Insurance Policies Common Stock Contract Disputes Corporations Code Corruption Cross-Border Cybersecurity Dismissals Dispute Resolution Dissenters Rights Dodd-Frank E-Commerce Employee Transfers Employer Liability Issues Exclusive Forum Exculpatory Clauses Federal Acquisition Regulations (FAR) FLSA GAAP General Partnerships Good Faith Healthcare Hiring & Firing Hospital Mergers Hospitals Institutional Investors International Tax Issues JOBS Act Jurisdiction Lenders Limited Partnerships Manufacturers MFW Misrepresentation Motion to Dismiss Oil Prices Parent Corporation Poison Pill Private Equity Funds Privately Held Corporations Purchase Price Purchase Price Adjustment Reporting Requirements Risk Mitigation Section 220 Request Standstill Agreements Takeovers Tax Liability Trump Administration UK Supreme Court Unions Voting Securities Webinars Written Consent Advancement Amended Legislation Antitrust Litigation Antitrust Violations Arbitrage Arbitration Asia Asset Valuations Automotive Industry Banks Blue Sky Laws Breweries Bribery Business Assets Business Court Division Business Formation Business Litigation Business Plans Business Succession Change of Control Corporate Culture Corporate Dissolution Corporate Financing Corporate Structures D&O Insurance Defective Corporate Acts Delaware Limited Liability Company Act Entire Fairness Standard Equity Financing Escrow Accounts Ethics Exit Strategies Facebook Fair Valuation Fairness Hearings Filing Fees Filing Requirements Final Rules Financial Adviser Financial Conduct Authority (FCA) Financial Services Industry Freeze-Out Mergers French Competition Authority Hong Kong Hotels Income Taxes Indemnity Independent Director Insider Trading Integration Internal Controls Investment Adviser Latin America Law Firm Partners Limited Liability Partnerships LLC Agreements Nasdaq Netherlands New Guidance NLRB Notice Requirements NYSE Partnership Agreements Penalties Private Equity Firms Proxy Contests Regulatory Oversight REIT Reorganizations Repudiation Rescission Rule 144A Sarbanes-Oxley SCOTUS Securities Securities Act of 1933 Self-Dealing Spinoffs Standard of Review Standing State Aid Stock Options Tax Reform TFEU Transfer of Assets UAE UK Competition and Markets Authority (CMA) Underwriting Unenforceable Contract Terms Waivers Warranties Yahoo! 363 Sales ACCC Accounting Acquisition Finance Affiliates Affordable Care Act Alibaba Allergan Inc Ambiguous Amended Regulation Angel Investors Antitrust Division Articles of Association Articles of Incorporation Beer Belgium Beneficial Owner Bids Big Data Bonds Borrowers Breach of Warranty Business Corporation Act Business Entities Business Ownership Buy-Out Agreements C&DIs Canadian Securities Administration Capital Gains Capital Structures Chapter 11 Chief Compliance Officers Clawbacks Collective Bargaining Agreements (CBA) Commercial Companies Law Commercial Leases Commercial Real Estate Market Commercially Reasonable Efforts Company Law Confidentiality Agreements Conflict Mineral Rules Consent Consent to Assignment Continuing Legal Education Controlled Foreign Corporations Corporate Charters Corporate Fraud Corporate Records Corporate Restructuring Corporate Sales Transactions Creditors Critical Infrastructure Sectors Crowdfunding Cyber Insurance Damages Data Breach Debt Financing Discovery Dividends Duty of Loyalty EDGAR Emerging Technology Companies Employee Retention En Banc Review Energy Contracts Energy Policy Environmental Liability Environmental Policies Estate Planning Estate Tax European Court of Justice (ECJ) European Merger Control Regulation Exemptions Exports False Claims Act (FCA) FASB Federal Cartel Office (the FCO) Fees Financial Institutions Financing Fines FINRA Food Manufacturers Foreign Trade Regulations Former Directors GAO Gilead Sciences Global Market Government Investigations Gun-Jumping Health Care Providers Hospitality Industry Imports Independent Boards Industry Consolidation Initial Public Offerings Intercompany Transactions Internal Affairs Doctrine Internal Revenue Code (IRC) Investor Protection Italy Japan Judicial Review Landlords Legal Assistants Legal Project Management Legislative Agendas License Agreements Licenses Liquidation Litigation Fees & Costs Loans Lockheed Martin Long-Tail Claims Market Abuse Material Adverse Effects MLPs Monopolization Mootness Motion to Compel Multidistrict Litigation No-Action Letters Nokia Non-Disclosure Agreement Non-Reliance Clauses Non-Solicitation Agreements Notification Requirements Offerors Online Travel Vendors Opt-Outs Outbound Acquisitions Passive Activity Pharmaceutical Industry Physician Hospital Organizations Pipelines Pleadings Portugal Pre-Merger Filing Requirements Preferred Shares Preliminary Injunctions Private Letter Rulings Private Placements Privatization Public Benefit Corporation Public Procurement Policies Recapitalization Registration Regulation D Regulatory Standards Renewable Energy Repatriation Restitution Retailers Reversal Risk Allocation Sales Sandbagging SBA Schedule 14D-9 Scheme of Arrangement Section 355 Securities Fraud Settlement Agreements Share Purchase Agreements Shelf Corporations Silicon Valley Singapore Sothebys Squeeze-Out Mergers Statute of Limitations Stock Deals Stockholder Agreements Subsequent Purchasers Suppliers Tax Evasion Tax-Free Spin-Offs Tenants Trade Unions Transfer Taxes UK Brexit Unilateral Modification Valuation VAT Venture Funding Voting Rights Voting Shares Whistleblowers Withholding Tax Accelerators Accounting Methods ACOs Activist Activist Hedge Funds Activist Investors Adequate Assurances Administrative Appointments Administrative Proceedings Affirmative Defenses Agents Agreement To Negotiate Agricultural Land Airlines Alberta Securities Commission Alcoa Alcohol Beverage Control ALJ Ambulatory Surgery Centers Amended Rules American Express American Pipe & Construction Co. v. Utah AMF Amortization Annual Meeting Anti Tax Avoidance Directive (ATAD) Anti-Abuse Rule Anti-Competitive Anti-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Monopoly Anti-Stacking Provisions Anticipatory Breach Anticompetitive Agreements AOL Appraisal Clauses Arbitration Agreements Asbestos Litigation Asset Deals Asset Management Asset Purchase Agreements Asset Stripping Asset Transfer Assignees ATP Tours Attorney-Client Privilege Audit Committee Audited Financial Statements Auditors Australian Stock Exchange Auto Parts Bank Holding Company Bankruptcy Code Bargaining Power Batteries BEPS Best Practices Bilateral Agreements Biotechnology Bipartisan Budget Blockchain Blocker Corporations Blue Cross Blue Pencil Contract Modification Brand Brazil Brokers Bundling Rules Business Development Companies Business Disputes Business Expenses Buy-Sell Agreements C-Corporation CA Supreme Court Capital Acquisition Broker (CAB) Capital Formation Capital Raising Car Dealerships Carryover Basis Carve Out Provisions CBCA CDIs Cease and Desist Cease and Desist Orders CEOs CETA CFC Charitable Purpose Chevron Chipotle Grill Choice-of-Law Chrysler CIGNA Civil Investigation Demand Class Certification Clinically Integrated Networks (CINs) Closing Adjustment Cost Closing Documents Co-Investment Rights Co-Ownership Comment Period Community Banks Companies Act Companies Law Compensation Agreements Compensation Committee Competition Appeals Tribunal (CAT) Competition Authorities Compound Interest Conflicts Committee Consultants Contaminated Properties Continuing Education Contract Termination Contractual Safeguards Contribution Agreements Controlled Transactions Conversion Copyright Corporate Benefit Test Corporate Bonds Corporate Fines Corporate Issuers Corporate Liability Corwin Doctrine Counterclaims Covenant Not to Sue Covered Transactions CPARS Credibility Criminal Investigations Criminal Prosecution Crisis Management Currency Exchange Cyber Crimes DBCF Tax DCAA Debt Debt Market Debt Restructuring Debt-Equity Debtors Decommissioned Facilities Deduction Limitations Default Defense Production Act Defense Sector Deferred Consideration Delegation Doctrine Delisting Deloitte Demand Futility Department of Health Depreciation Deregulation Derivatives Designated Agent Deutsche Bank DHS Diminution in Value Director Compensation Director Nominations Disgorgement Disguised Sales Disparate Impact Dissident Shareholders Distribution Rules Distributors Document Productions Doing Business DOL Dole Food Don't Ask - Don't Waive Donald Trump Duke Energy Duty to Defend Duty to Disclose Duty to Indemnify Earnings Reports EBITDA Economic Sanctions Egypt El Paso Pipeline Electronic Filing Email Embezzlement Employee Benefits Employee Rights Employee Shareholders Employees Employment Terms Enabling Laws Enforcement Environmental Site Assessment Equity Markets Equity Securities Equity Transactions Ericsson Escrow Holders Escrow Instructions ESOP Estoppel EU Single Market EUMR Events Excess Policies Exchange Offer Excise Tax Exclusive Jurisdiction Executive Orders Exemptive Relief Exon-Florio Expatriates Expedia Expedited Discovery Exploration and Production Assets Export Controls Extraterritoriality Rules Fair Value Standard False Statements Federal Jurisdiction Federal Supply Schedule (FSS) FedEx Financial Accounting Financial Assistance Policies Financial Markets Financial Records Financial Regulatory Reform FinTech First Impression Fixed Price Fluor FMCSA FOCI FOIA Food Supply Foreign Business Partners Foreign Direct Investment Foreign Earned Income Foreign Entities Foreign Equity Securities Foreign Manufacturers Foreign Official Foreign Ownership Foreign Private Issuers Form 8-K Franchise Agreements Fraudulent Transfers FRB French Supreme Court FTAIA Fund Managers Fundraisers GDP General Data Protection Regulation (GDPR) General Electric General Jurisdiction General Services Administration (GSA) Generation-Skipping Transfer German Supreme Court Glass Lewis GlaxoSmithKline Global Dealmaking Goldman Sachs Goodwill Goodyear Governor Brown Grantor Retained Annuity Trust Greenmail Guidance Update GWACs Healthcare Costs Healthcare Reform Hedge Funds Heineken Heirs Hertz Highmark HKEx Hong Kong Securities and Futures Commission (HKSFC) Horizontal Mergers Hostile Offers Hotel Management Agreements Humana Hyperlink Hyundai ICAP Immigration Procedures Inadvertent Errors Incentive Compensation Incentives Incident Response Plans Incorporation Incubators Indemnity Agreements Independent Audits Independent Directors India Information Reports Infringement Inherent Authority Inheritance Inheritance Tax Injunctions Innovation Innovative Technology Insurance Holding Company Interagency Agreement Interest Rates Interested Parties International Data Transfers International Trade Inventors Investigations Investment Investment Banks Investment Canada Act Investment Companies Investment Company Act of 1940 Investment Contract Investment Management Irrebuttable Presumptions ISS Issuer Eligibility Criteria Joint Operating Agreement Judicial Proceedings Kazakhstan Kinder Morgan Kingdomware Techs. Inc. v United States Lagunitas Brewing Company Lanham Act Law Firm Associates Legal Costs Legal Entities Legal Ethics Legal Fees Legal Perspectives Lenovo Leveraged Buyout Leveraged Finance Leveraged Lending Licensing Rules Life Insurance Life Sciences Limitation of Liability Clause Limitations Act Limited Partnership Agreements LinkedIn Liquidity Liquor Licences Listed Company Manual Listing Rules Loan Agreements Local Partners Locked-Box Deals London Stock Exchange Long-Term Care Loss Prevention Majority Voting Policies Managed Care Contracts Maritime Transport Marriott Material Nonpublic Information Mediation Medicare Membership Interest Memorandum of Understanding Merck Merger Challenges Merger Clause Microsoft Middle East Midstream Contracts Milestone Payments Mineral Leases Ministry of Finance Ministry of Labour Mismanagement Modification MOFCOM Monetary Authority of Singapore Most-Favored Nations Motion To Stay Multiemployer Plan Multiple Award Schedule (MAS) Mutual Funds NAFTA NASAA National Security Review Proceedings NAV NC Board of Dental Examiners v FTC Negotiations Net Operating Losses Netflix Network Security New Zealand NISPOM NJ Supreme Court No-Action Relief Non-Convertible Debt Securities Non-Profits Non-Signatories Non-US Entities Norman PHO Nuclear Power OBCA OECD OFAC Offer Letters Offers Office Depot Offsets Offshore Funds OMB Omnicare Omnicare v Laborers District Council Online Gaming OPEC Option Contracts Oral Contracts Outbound Transactions Outer Continental Shelf Oversight Committee Ownership Rules Paralegal Partnership Interests Pass-Through Entities Patent Infringement Pensions Perfected Security Interest Permanent Injunctions Person with Significant Control (PSC Register) Personal Liability Pet Smart Pharmaceutical Patents Physicians Pleading Standards Pledges Podcasts Poland Policy Violations Portfolio Companies Pre-Clearance Preclearance Prejudgment Interest Presidential Elections Price Discrimination Pricing Private Securities Litigation Reform Act of 1995 Pro Rata Allocation Rule Property Valuation Proposed Legislation Proxy Access Proxy Advisors Proxy Put Proxy Season Proxy Voting Guidelines Prudential Regulation Authority Public Comment Public Disclosure Public Policy Public Relations Public Utility Putative Class Actions RadioShack Ransomware Ratification Reaffirmation Reciprocity Rules Redemption Agreement Refinancing Registered Investment Companies (RICs) Registration Statement RegTech Regulation FD Regulation S-K Regulatory Agenda Regulatory Reform Religious Discrimination Request For Information Restricted Stocks Revenue Recognition Standard Revlon Right of FIrst Refusal