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Mergers Shareholders Board of Directors Acquisitions SEC Shareholder Litigation Hart-Scott-Rodino Act Fiduciary Duty FTC Business Judgment Rule Controlling Stockholders Breach of Duty Corporate Counsel Threshold Requirements Corporate Governance Popular Delaware General Corporation Law Size of Persons Test DOJ Going-Private Transactions Publicly-Traded Companies Size of Transaction Test Class Action Minority Shareholders Shareholder Rights Shareholder Votes Aiding and Abetting Appraisal Merger Agreements Derivative Suit Disclosure-Based Settlements Private Equity Target Company Canada DE Supreme Court Directors Investors Shareholder Activism Stocks Dodd-Frank Pre-Merger Filing Requirements Standard of Review Tender Offers Appraisal Rights Enforcement Actions IRS Proxy Statements Settlement Takeover Bids The Clayton Act Acquisition Agreements Compliance Corporate Officers Disclosure Requirements EU Filing Fees Insider Trading Securities Exchange Act Appeals Due Diligence Entire Fairness Standard FCPA Hostile Takeover Initial Public Offerings Premerger Notifications Revlon Standard Shareholder Approval Trulia UK Common Stock Conflicts of Interest Forum Selection Proposed Amendments Startups Venture Capital Books & Records Corporate Taxes JOBS Act Young Lawyers Attorney's Fees Australia Broker-Dealer Bylaws Dismissals Duty of Loyalty Fairness Standard FINRA Investment Funds IPO Motion to Dismiss Reporting Requirements Supplemental Disclosures Zillow Bad Faith Capital Markets Executive Compensation Financial Adviser Fraud Interlocking Directorate Nasdaq New Legislation Safe Harbors Say-on-Pay Standing Takeover Agreement Business Valuations Buyouts Canadian Securities Administration Capital Raising Dell Entrepreneurs Exculpatory Clauses Liquidity Notice Requirements Representations and Warranties Sale of Assets Securities Litigation Short-Form Mergers Technology Sector Accredited Investors Audits Bids Capital Gains China Complex Corporate Transactions Confidential Information Conflict Mineral Rules Corporations Code Crowdfunding Derivatives Dissenters Rights Duty of Care Financial Statements Germany Institutional Investors Investment Adviser Investment-Only Exemption ISS Leveraged Buyout Limited Liability Companies MFW Pleadings Poison Pill Preferred Shares Securities Securities Fraud Voting Rights Voting Securities Written Consent Yahoo! Amended Legislation Auction CFTC Choice of Entity Compensation Committee Corporate Sales Transactions Disclosure Duty to Disclose Energy Sector European Commission European Merger Control Regulation Exemptions Federal Rule 12(b)(6) Foreign Corporations Foreign Investment France Freeze-Out Mergers Hedge Funds Hong Kong Inversion Jurisdiction Kenneth Cole Misrepresentation New Amendments NYSE Pleading Standards Preliminary Injunctions Private Equity Firms Proxy Contests Proxy Season Public Offerings Self-Dealing Selling a Business Singapore Standstill Agreements Summary Judgment Tax Liability UAE UK Brexit Voting Requirements Amended Regulation Arbitrage Assignments Baker Hughes Bank Holding Company Banks CDIs CEOs Change in Control Chief Compliance Officers Comment Period Commercial Companies Law Corporate Financing Cross-Border Transactions Damages Demand Futility Dole Food Earn-Outs Equity Compensation Exclusive Forum Exit Strategies Fair Market Value False Statements Fee-Shifting Fees Financing Form 10-K Form 8-K General Solicitation Golden Parachutes Halliburton Income Taxes Independent Director Investment Banks Judicial Review Life Sciences Liquidation LLC Multidistrict Litigation New Guidance No-Action Letters Oil Prices Opt-Outs Partnerships Private Equity Funds Private Placements Privately Held Corporations Proposed Regulation Proxy Voting Guidelines REIT Remedies Reverse Triangular Mergers Sarbanes-Oxley Securities Act of 1933 Shareholder Demands Shareholder Proposals Small Business Special Purpose Entities Spinoffs Stock Options Stock Prices Stock Sale Agreements Takeovers Third Point Unregistered Brokers Valuation Whistleblowers 10b5-1 Plans Abuse of Discretion Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Antitrust Investigations Antitrust Litigation Articles of Incorporation Asia ASIC Attorney-Client Privilege Australian Stock Exchange Beneficial Owner Breach of Contract Bribery Brokers Burden of Proof Business Formation Business Succession Buyers C-Corporation C-Suite Executives Capital Acquisition Broker (CAB) Celera CFIUS Change of Control Civil Monetary Penalty Class Representatives Clawbacks Closely Held Businesses Commercial Real Estate Market Commodities Competition Authorities Contract Drafting COOs Corporate Conversions Credit Default Swaps Cross-Border D&O Insurance Disclaimers Dividends Don't Ask - Don't Waive Due Care Early Stage Companies EBITDA Economic Sanctions EDGAR EEA Emerging Growth Companies Enforcement Environmental Policies Equity Financing Equity Securities ERISA Excise Tax Fair Valuation FCPA Resource Guide FDIC Federal Register Federal Reserve Filing Requirements Final Rules Financial Markets Foreign Subsidiaries Fund Managers Funding GAAP Gain Exclusion Glass Lewis Government Investigations Gross Negligence HKEx Hong Kong Securities and Futures Commission (HKSFC) Incentive Stock Options Incorporation Indemnification Independent Boards Injunctions Injunctive Relief Interlocutory Appeals Internal Controls Internal Revenue Code (IRC) Investor Protection Iran Threat Reduction and Syria Human Rights Act Joint and Several Liability Joint Venture Kickbacks Latin America Limited Partnerships Listing Standards M&A Brokers Market Manipulation Monetary Authority of Singapore Mootness Mutual Funds New Regulations Nokia Oil & Gas Omissions Omnicare Passive Activity Pay Ratio PCAOB Privatization Proxy Access Proxy Advisors Purchase Agreement Qualified Small Business Stock Quorum Recapitalization Regulation D Regulatory Standards Representations and Warranties Insurance Rule 144A Rule 506 Offerings S-Corporation Schedule 13D Scienter SEFs SEHK Settlement Agreements Settlements Share Price Shareholders' Agreements Shelf Corporations Silicon Valley Social Media Special Committees Stock Deals Stock Purchase Agreement Stock-for-Stock Merger Stockholder Agreements Strategic Planning Successor Liability Take-Private Transactions The Corporations Act Third-Party U.S. Treasury Unfair Dealing Vesting Waivers Walgreens 3D Printing AbbVie Accounting Controls Activist Hedge Funds Affiliates Affordable Care Act Agency Deference Alibaba Allergan Inc Amended Complaints AMF Angel Investors Annual Filings Annual Meeting Annual Reports Anti-Bribery Anti-Corruption Anti-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Reliance Clauses Antitrust Division Antitrust Provisions Arbitrary and Capricious Arbitration Arm's Length Principle Asset Freeze Asset Management Asset Purchaser Asset Valuations Asset-Based Lending Associated Persons ATP Tours Audit Policies Auditors Australian Securities Exchange (ASX) Auto Manufacturers Automotive Industry Bad Actors Bank of America Bankers Banking Sector Basel III Beer Belgium Benefit Corporations BEPS Biosimilars Biotechnology Block Trades Blue Sky Laws Bonds BP British Columbia Securities Commission Bundling Rules Burden-Shifting Business Corporation Act Business Court Business Court Division Business 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Corporate Restructuring Countrywide Covenant of Good Faith and Fair Dealing Cox Communications CPOs Criminal Prosecution CTA Cybersecurity Data Retention De Minimis Claims Debt Collection Debt Financing Debt Market Debtors Deductions Default Defective Corporate Acts Defense Strategies Deferred Stock Incentive Plans Delaware Limited Liability Company Act Delisting Deloitte Designated Agent Dilution Director Compensation Disclosure Settlement Disgorgement Disparate Impact Dispute Resolution Divestiture DOL Double Taxation Driverless Cars Drug Pricing Dual Track Process Earnings Reports EB-5 Economic Development Emerging Technology Companies Employer Liability Issues Employment Contract Energy Market Energy Policy Ernst & Young Escrow Accounts Estate Planning Estimated Value Disclosures Estoppel Ethics EU Directive EU Market Abuse Regulation (EU MAR) EUMR European Securities and Markets Authority (ESMA) Exemptive Relief Expedia Expert Testimony Exxon Exxon Mobil Facebook Facilitation Payments Fair Value Standard Fairness Hearings Family Businesses FBI Fidcuciary Liability Financial Crisis Financial Regulatory Reform Financial Reporting Financial Services Industry FIRB Fiscal Cliff FLSA FOIA Food Manufacturers Foreign Banks Foreign Entities Foreign Equity Securities Foreign Exchanges Foreign Official Foreign Private Issuers Foreign Trade Regulations Former Stockholders Forum Shopping FRB Full Faith and Credit Fundraisers GDP General Motors German Supreme Court Gilead Sciences Global Dealmaking Golden Leash Arrangements Goldman Sachs Good Faith Goodyear Google Governor Markell GPOs Greenmail Guidance Update Health Care Providers Hedging Heinz Honest Belief Defense Horizontal Mergers Hyundai Immigration Procedures Incentives Incubators Indemnification Clauses Independent Directors Information Reports Insider Breach Insolvency Inspection Rights Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine International Tax Issues Investigations Investment Advisers Act of 1940 Investment Companies Investment Contract Investment Management Investor Advisory Committee Iran Sanctions Irrebuttable Presumptions Israel Italy Job Creation Judicial Appointments Judicial Proceedings Kickstarter Labor Code Landlords Leadership Legal Entities Legislative Agendas Lehman Brothers Lenders Leveraged Lending Leveraged Loans Licenses Listing Rules Lockheed Martin Macron Law Market Abuse Martin Shkreli Master Limited Partnerships Material Adverse Effects Material Misstatements Material Nonpublic Information Materiality Merger Controls Merrill Lynch Mexico MiFIR MOFCOM Mortgage-Backed Securities Motion To Stay MSRB Mylan Pharmaceuticals NASAA NDRC Netflix Netherlands New Zealand NFA No-Action Relief Nominations Non-Disclosure Agreement Non-GAAP Financial Measures Notifications NY Supreme Court OCC OECD OFAC Offerings Offerors Offers OIG Omnicare v Laborers District Council Online Gaming Option Contracts OTC Outsourcing Oversight Committee Pakistan Partnership Agreements Partnership Interests Pass-Through Entities Patents Pay-for-Performance Penalties Permanent Injunctions Personal Benefit Personal Liability Pharmaceutical Industry Plainly Material Standard Podcasts Political Contributions Ponzi Scheme Post-Closing Money Damages PRC Labor Contract Laws Pre-Clearance Precision Medicine Initiative (PMI) Preclearance Prejudgment Interest Pretext Price Manipulation Principal Place of Business Privacy Laws Private Funds Private Securities Litigation Reform Act of 1995 Proposed Legislation Prospectus Proxy Materials Proxy Put Public Benefit Corporation Public Disclosure Public Relations Purchase Price Qualified Restricted Stock Units (RSUs) Ratification Reaffirmation Real Estate Transfers Rebuttable Presumptions Reciprocity Rules Record Preservation Refiling Registered Investment Companies (RICs) Registration Registration Requirement Regulation A Regulation FD Regulatory Agenda Regulatory Oversight Related Parties Release Agreements Release of Liability Renewable Energy Reorganizations Repudiation Rescission Research and Development Resource Extraction Restricted Stocks Restrictive Covenants Restructuring Reverse Mergers Reverse Stock Splits Reverse Takeovers Revlon Risk Alert Risk Assessment Risk Mitigation Risk-Based Approaches Rule 144 Rulemaking Process Russia Samsung Scheme of Arrangement SCOTUS SDN List Section 162(m) Section 220 Request Section 262 Section 336(e) Section 363 Securities Regulation Sellers SFC Share Capital Share Certificates Share Classes Share Purchase Agreements Shareholder Distributions Shareholder Meetings Siemens SIPC Small Offering Exemptions Smaller Reporting Companies SMEs Smithfield Foods Sothebys South Korea Spain Special Purpose Acquisition Companies (SPACs) State of Incorporation State Regulators State Secrets State Taxes Statute of Limitations Statutory Waiting Period Stock Exchange Stock Float Stock Trades Strategic Enforcement Plan Subpoenas Subsidiaries Succession Planning Sun Capital Partners Suppliers Surveys Suspensions Suspicious Activity Reports Taiwan Takeover Code Tax Deductions Tax Incentives Tax Planning Tax Reform Tax Returns Tax Treaty Tax-Free Exchanges Tax-Free Spin-Offs Taxable Income Tech Industry Television Shows Tenants Teva Pharmaceuticals Time Warner Tippees TLAC Tone At The Top Toronto Stock Exchange Trade Agreements Transactional Attorneys Transfer of Interest Transfer Taxes TripAdvisor UBTI UK Supreme Court Unfair Labor Practices Universal Proxy Unregistered Securities US v Newman US v Yates Vacated Value Maximization Venture Funding Voluntary Withdrawal Voting Powers VPPA Wal-Mart Warranties Warrants Webinars Wells Notice Williams Act Withholding Tax Witnesses Written Agreements WTO XBRL Filing Requirements Zales