Mergers & Acquisitions Business Organization General Business

Mergers Acquisitions Shareholders Board of Directors Merger Agreements Shareholder Litigation Fiduciary Duty Due Diligence Corporate Counsel FTC Delaware General Corporation Law Hart-Scott-Rodino Act Popular SEC Appraisal Corporate Governance DOJ Representations and Warranties Acquisition Agreements Contract Terms Controlling Stockholders EU Limited Liability Company (LLC) Private Equity Publicly-Traded Companies UK Buyers Purchase Agreement Breach of Contract Breach of Duty Compliance Corporate Taxes Business Judgment Rule DE Supreme Court Indemnification IRS Target Company Threshold Requirements Shareholder Rights Minority Shareholders Sellers Selling a Business Shareholder Approval Shareholder Votes Tender Offers Contract Drafting Contract Negotiations FCPA Forum Selection Shareholder Activism Stocks Hostile Takeover Canada Conflicts of Interest Cross-Border Transactions Directors Disclosure-Based Settlements Employment Contract Fair Market Value Fraud Investors Oil & Gas Securities Exchange Act Successor Liability Trulia Business Valuations Bylaws Derivative Suit Disclosure Requirements Energy Sector Enforcement Actions Interlocking Directorate Risk Assessment Safe Harbors Size of Persons Test Size of Transaction Test Takeover Bids The Clayton Act Appeals Assignments Class Action Federal Contractors Foreign Investment Going-Private Transactions Investment Funds Joint Venture Premerger Notifications Proxy Statements Small Business Stock Purchase Agreement Young Lawyers Antitrust Investigations Appraisal Rights Books & Records CFIUS Competition Complex Corporate Transactions Corporate Officers Germany Letters of Intent New Legislation Non-Compete Agreements Proposed Amendments Sale of Assets Startups Strategic Planning Successors Asset Purchaser Confidential Information Contract Interpretation Disclosure Divestiture Earn-Outs Fairness Standard Foreign Corporations France International Labor Laws IPO Master Limited Partnerships Partnerships Reverse Triangular Mergers Revlon Standard 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 Business Development Capital Markets Choice of Entity Commercial Bankruptcy Corporate Conversions Covenant of Good Faith and Fair Dealing Dell Disclaimers Entrepreneurs Executive Compensation Family Businesses Fee-Shifting Foreign Acquisitions Foreign Subsidiaries Funding Indemnification Clauses Insurance Industry Inversion Merger Controls Multinationals New Amendments Operating Agreements Representations and Warranties Insurance Restrictive Covenants Settlement Shareholders' Agreements Stock Sale Agreements Wage and Hour Anti-Bribery Anti-Corruption Anti-Reliance Clauses Auction Broker-Dealer Buyouts China 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 European Commission Exclusive Forum Federal Acquisition Regulations (FAR) Financial Statements FLSA General Partnerships Good Faith Healthcare Hiring & Firing Hospital Mergers Hospitals Institutional Investors International Tax Issues JOBS Act Jurisdiction Lenders Limited Partnerships MFW Motion to Dismiss Oil Prices Parent Corporation Poison Pill Privately Held Corporations Reporting Requirements Risk Management 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 Arbitrage Arbitration Asia Asset Valuations Banks Best Efforts Clauses Blue Sky Laws Breweries Bribery Business Assets Business Court Division Business Formation Business Litigation Business Plans Business Succession Business Taxes Change of Control Corporate Dissolution Corporate Financing Corporate Structures D&O Insurance Defective Corporate Acts Delaware Limited Liability Company Act Employer Liability Issues Equity Financing Escrow Accounts Ethics Exculpatory Clauses Exit Strategies Fair Valuation Fairness Hearings Filing Fees Filing Requirements Final Rules Financial Adviser Financial Conduct Authority (FCA) Financial Services Industry Financing Freeze-Out Mergers GAAP Hong Kong Hotels Income Taxes Indemnity Independent Director Insider Trading Intellectual Property Protection Internal Controls Investment Adviser Latin America Limited Liability Partnerships LLC Agreements Manufacturers Misrepresentation Nasdaq Netherlands NLRB Notice Requirements Partnership Agreements Penalties Private Equity Firms Private Equity Funds Proxy Contests Purchase Price Purchase Price Adjustment 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 Transfer of Assets UAE 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 Provisions Antitrust Violations Articles of Association Articles of Incorporation Automotive Industry Beer Belgium Beneficial Owner Bids Bonds Borrowers Breach of Warranty Business Corporation Act Business Entities Business Ownership Buy-Out Agreements C&DIs Canadian Securities Administration Capital Gains Cartels 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 Culture Corporate Fraud Corporate Records Corporate Restructuring Corporate Sales Transactions Creditors Crowdfunding Cyber Insurance Damages Data Breach Debt Financing Discovery Duty of Loyalty EDGAR Emerging Technology Companies Employee Retention En Banc Review Energy Policy Entire Fairness Standard Environmental Liability Environmental Policies Estate Planning Estate Tax European Merger Control Regulation Exemptions Exports False Claims Act (FCA) Federal Cartel Office (the FCO) Fees Financial Institutions Fines FINRA Food Manufacturers Foreign Trade Regulations Former Directors Franchise Agreements Gilead Sciences Global Market Government Investigations Gun-Jumping Hospitality Industry Imports Independent Boards Initial Public Offerings Intercompany Transactions Internal Affairs Doctrine Internal Revenue Code (IRC) Investor Protection Japan Judicial Review Landlords Legislative Agendas License Agreements Licenses Liquidation Litigation Fees & Costs Lockheed Martin Long-Tail Claims Market Abuse Material Adverse Effects MLPs Mootness Motion to Compel Multidistrict Litigation National Security New Guidance No-Action Letters Nokia Non-Disclosure Agreement Offerors 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 Recapitalization Registration Regulation D Regulatory Standards REIT Renewable Energy Repatriation Restitution Retailers Reversal Risk Allocation Sales 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 Subsequent Purchasers Suppliers Tax Evasion Tax-Free Spin-Offs Tenants TFEU Trade Unions Transfer Taxes UK Brexit UK Competition and Markets Authority (CMA) Unilateral Modification Valuation VAT Venture Funding Voting Rights 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 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 Antitrust Division AOL Appraisal Clauses Arbitration Agreements Asbestos Litigation Asset Deals Asset Management Asset Stripping Asset Transfer Assignees ATP Tours Attorney-Client Privilege Audit Committee Audited Financial Statements Australian Stock Exchange Auto Manufacturers Bank Holding Company Bankruptcy Code Bargaining Power Batteries BEPS Big Data Bilateral Agreements 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 Capital Structures Car Dealerships Carryover Basis Carve Out Provisions CBCA CDIs Cease and Desist Cease and Desist Orders CEOs CETA CFC Charitable Purpose Chevron Chipotle Grill Chrysler CIGNA Civil Investigation Demand Class Certification Clinically Integrated Networks (CINs) 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 Issuers Corporate Liability Corwin Doctrine Counterclaims Covenant Not to Sue Covered Transactions CPARS Credibility Criminal Investigations Criminal Prosecution Crisis Management Critical Infrastructure Sectors Currency Exchange Cyber Crimes DBCF Tax DCAA Debt Debt Market Debt Restructuring Debt-Equity Debtors Decommissioned Facilities Deduction Limitations Default Defense Production Act Deferred Consideration Delegation Doctrine Delisting Deloitte Demand Futility 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 Dividends Document Productions Doing Business DOL Dole Food Don't Ask - Don't Waive Duke Energy Duty to Disclose Earnings Reports EBITDA Economic Sanctions Egypt El Paso Pipeline Electronic Filing Email Embezzlement Employee Benefits Employee Rights Employee Shareholders Employees Employment Terms Enabling Laws Energy Contracts Enforcement Environmental Site Assessment Equity Markets Equity Securities Equity Transactions Ericsson Escrow Instructions ESOP Estoppel EU Single Market European Court of Justice (ECJ) Events Excess Policies Exchange Offer Excise Tax Exclusive Jurisdiction Exemptive Relief Exon-Florio Expatriates Expedited Discovery Exploration and Production Assets Export Controls Extraterritoriality Rules Facebook Fair Value Standard False Statements FASB 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 Official Foreign Ownership Foreign Private Issuers Form 8-K Franchises Fraudulent Transfers FRB French Competition Authority French Supreme Court FTAIA Fund Managers Fundraisers GAO GDP General Data Protection Regulation (GDPR) 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 Health Care Providers 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 Industry Consolidation Information Reports Infringement Inherent Authority Inheritance Inheritance Tax Injunctions Innovation Innovative Technology Insurance Holding Company Integration 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 Italy Joint Operating Agreement Judicial Proceedings Kazakhstan Kinder Morgan Kingdomware Techs. Inc. v United States Lagunitas Brewing Company Lanham Act Law Firm Partners 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 Liquidity Liquor Licences Listing Rules Loan Agreements Loans Local Partners Locked-Box Deals Long-Term Care Loss Prevention Majority Voting Policies Managed Care Contracts Marriott Material Nonpublic Information Mediation Medicare Membership Interest Memorandum of Understanding Merger Clause Middle East Midstream Contracts Milestone Payments Ministry of Finance Ministry of Labour Mismanagement Modification Monetary Authority of Singapore Monopolization 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-Reliance Clauses Non-Signatories Non-Solicitation Agreements Non-US Entities Norman PHO Notification Requirements NYSE OBCA OECD OFAC Offer Letters Offers Office Depot Offsets Offshore Funds OMB Omnicare Omnicare v Laborers District Council Online Gaming Online Travel Vendors OPEC Option Contracts Oral Contracts Oversight Committee Ownership Rules 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 Proxy Access Proxy Advisors Proxy Put Proxy Season Proxy Voting Guidelines Prudential Regulation Authority Public Comment Public Disclosure Public Policy Public Procurement Policies Public Relations 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 Oversight Regulatory Reform Religious Discrimination Revlon Right of FIrst Refusal Ring-Fencing RJ Reynolds Rule 14a-8 Rule 504 Rule 506 Offerings Rule of Two Rules of Construction RULLCA Russia S-Corporation Safeway Inc Samsung Sanctions Sandbagging SBA Scope of Coverage SDN List Secondary Markets Section 10(b)-5 Section 336(e) Section 8 Securities Litigation Security Systems Seed Financing SEHK Sensitive Business Information Service Marks SFC Share Capital Share Classes Share Price Shareholder Distributions Shareholder Meetings Shareholder Proposals Siemens Signatures Small Business Formation Small Credit Institutions Small Offering Exemptions Social Media Software Solvents South Korea Spain Special Committees Special Purpose Acquisition Companies (SPACs)