Securities Business Organization Mergers & Acquisitions

Mergers Acquisitions Board of Directors Shareholders Shareholder Litigation SEC Hart-Scott-Rodino Act Fiduciary Duty FTC Breach of Duty Controlling Stockholders Business Judgment Rule Corporate Counsel Popular Threshold Requirements Corporate Governance Delaware General Corporation Law DOJ Publicly-Traded Companies Size of Persons Test Size of Transaction Test Disclosure-Based Settlements Going-Private Transactions Class Action Merger Agreements Shareholder Rights Appraisal Private Equity DE Supreme Court Derivative Suit Canada Minority Shareholders Shareholder Votes Aiding and Abetting Shareholder Activism Standard of Review Enforcement Actions Investors Stocks The Clayton Act Appeals Directors EU Target Company Trulia Acquisition Agreements Appraisal Rights Settlement Due Diligence Pre-Merger Filing Requirements UK Compliance Disclosure Requirements Premerger Notifications Proxy Statements Tender Offers Corporate Officers Entire Fairness Standard Filing Fees Shareholder Approval Takeover Bids Conflicts of Interest Dodd-Frank FCPA Insider Trading Interlocking Directorate IRS Securities Exchange Act Books & Records Hostile Takeover Venture Capital Bad Faith Common Stock Dismissals Forum Selection Initial Public Offerings Limited Liability Company (LLC) Representations and Warranties Revlon Standard Duty of Loyalty Financial Adviser FINRA Motion to Dismiss Proposed Amendments Startups Young Lawyers Attorney's Fees Bylaws Corporate Taxes Executive Compensation Fairness Standard JOBS Act Pleadings Standing Supplemental Disclosures Australia Broker-Dealer France Fraud Investment Funds IPO Technology Sector Voting Securities Zillow Business Valuations Buyouts Capital Markets Capital Raising Complex Corporate Transactions Dell Entrepreneurs Germany Nasdaq Reporting Requirements Safe Harbors Sale of Assets Say-on-Pay Securities Litigation Takeover Agreement Canadian Securities Administration China Corporations Code Cross-Border Transactions Dissenters Rights Exculpatory Clauses Financial Statements Hedge Funds Institutional Investors Investment-Only Exemption ISS Jurisdiction Leveraged Buyout Liquidity New Legislation Notice Requirements Private Placements Securities Securities Fraud Short-Form Mergers Voting Rights Accredited Investors Audits Bids Capital Gains Confidential Information Conflict Mineral Rules Crowdfunding Demand Futility Derivatives Duty of Care Duty to Disclose Fair Market Value Foreign Corporations Foreign Investment Hong Kong MFW Mootness New Guidance Pleading Standards Poison Pill Preferred Shares Preliminary Injunctions Privately Held Corporations Proxy Contests Securities Act of 1933 Self-Dealing Selling a Business Singapore Stock Options Stock Prices Takeovers UK Brexit Valuation Written Consent Yahoo! Amended Legislation Amended Regulation Auction Breach of Contract Buyers Capital Acquisition Broker (CAB) CFTC Choice of Entity Clawbacks Compensation Committee Contract Terms Disclosure Energy Sector Enforcement European Commission European Merger Control Regulation Exemptions Federal Rule 12(b)(6) Fee-Shifting Freeze-Out Mergers Indemnification Independent Director Internal Controls Inversion Investment Adviser Kenneth Cole Life Sciences Misrepresentation New Amendments NYSE Oil & Gas Private Equity Firms Proxy Access Proxy Season Public Offerings Purchase Agreement Regulation D Shareholders' Agreements Special Committees Standstill Agreements Stock Purchase Agreement Stock Sale Agreements Summary Judgment Tax Liability UAE Voting Requirements Antitrust Provisions Arbitrage Assignments Baker Hughes Bank Holding Company Banks Beneficial Owner Bribery CDIs CEOs Change in Control Chief Compliance Officers Closely Held Businesses Comment Period Commercial Bankruptcy Commercial Companies Law Contract Drafting Corporate Dissolution Corporate Financing Corporate Sales Transactions Damages Dilution Disclaimers Dividends Dole Food Earn-Outs Equity Compensation Equity Securities Exclusive Forum Exit Strategies Failure To Disclose Fair Valuation False Statements Fees Filing Requirements Financing Form 10-K Form 8-K General Solicitation Glass Lewis Halliburton Hong Kong Securities and Futures Commission (HKSFC) Income Taxes Independent Directors Internal Revenue Code (IRC) Investment Banks Joint Venture Judicial Review Limited Partnerships Liquidation Master Limited Partnerships Multidistrict Litigation No-Action Letters Oil Prices Omissions Opt-Outs Partnerships Private Equity Funds Proposed Regulation Proxy Voting Guidelines Reaffirmation REIT Remedies Reverse Triangular Mergers Rule 144A Sarbanes-Oxley Shareholder Demands Shareholder Proposals Small Business Special Purpose Entities Spinoffs Subsidiaries Third Point Third-Party Vesting Whistleblowers 10b5-1 Plans Abuse of Discretion Activist Investors Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Anti-Corruption Anti-Reliance Clauses Antitrust Investigations Antitrust Litigation Articles of Incorporation Asia ASIC Attorney-Client Privilege Australian Stock Exchange Blue Sky Laws British Columbia Securities Commission Brokers Burden of Proof Business Corporation Act Business Court Division Business Formation C&DIs C-Corporation C-Suite Executives Cadbury Celera CFIUS Change of Control Civil Monetary Penalty Class Representatives Commercial Real Estate Market Commodities Competition Authorities Consent Order COOs Corporate Conversions Corporate Executives Corporate Restructuring Covenant of Good Faith and Fair Dealing Credit Default Swaps Cross-Border Cybersecurity D&O Insurance Delaware Limited Liability Company Act Deloitte Disclosure Settlement Divestiture Don't Ask - Don't Waive Due Care Early Stage Companies EBITDA Economic Sanctions EDGAR EEA Emerging Growth Companies Environmental Policies Equity Financing ERISA Escrow Accounts EU Directive Excise Tax Fair Value Standard FCPA Resource Guide FDIC Federal Register Federal Reserve Final Rules Financial Markets Foreign Entities Foreign Private Issuers Foreign Subsidiaries Fund Managers Funding GAAP Gain Exclusion Golden Parachutes Goldman Sachs Government Investigations Gross Negligence HKEx Incentive Stock Options Incorporation Independent Boards Injunctions Injunctive Relief Intellectual Property Protection Interlocutory Appeals Investor Protection Iran Threat Reduction and Syria Human Rights Act Israel Italy Joint and Several Liability Kickbacks Latin America Listing Rules Listing Standards LLC Agreements Market Manipulation Material Misstatements Merger Controls MOFCOM Monetary Authority of Singapore Mutual Funds New Regulations New Zealand Nokia Offerors Omnicare Omnicare v Laborers District Council Parent Corporation Partnership Agreements Partnership Interests Passive Activity Patents Pay Ratio PCAOB Penalties Pharmaceutical Industry Post-Closing Money Damages Privatization Proxy Advisors Qualified Small Business Stock Quorum Recapitalization Regulatory Agenda Regulatory Standards Representations and Warranties Insurance Repudiation Rescission Restrictive Covenants Reversal Reverse Mergers Reverse Takeovers Revlon Rule 506 Offerings S-Corporation Schedule 13D Scienter SEFs SEHK Sellers Settlement Agreements Share Price Shelf Corporations Siemens Silicon Valley Social Media Sothebys Stock Deals Stock-for-Stock Merger Stockholder Agreements Strategic Planning Successor Liability Take-Private Transactions Takeover Code The Corporations Act Toronto Stock Exchange U.S. Treasury Unfair Dealing Unregistered Brokers Verizon Waivers Wal-Mart Walgreens "due di 3-D Technology 3D Printing AbbVie Accounting Controls Accounting Fraud Activist Hedge Funds Adequate Assurances Advancement Affiliates Affordable Care Act Agency Deference Alibaba Allergan Inc Amended Complaints American Pipe & Construction Co. v. Utah AMF Angel Investors Annual Filings Annual Meeting Annual Reports Anti-Bribery Anti-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Monopoly Anticipatory Breach Antitrust Division Arbitrary and Capricious Arbitration Arm's Length Principle Asset Freeze Asset Management Asset Purchaser Asset Valuations Asset-Based Lending Associated Persons ATP Tours Audit Committee 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 Best Interest Standard Biosimilars Biotechnology Block Trades Bonds BP Breach of Warranty Bundling Rules Burden-Shifting Business Court Business Development Business Development Companies Business Expenses Business Records Business Succession Business Taxes Buy-Out Agreements Capital Exchanges Capital Formation Capital Structures Cash Transactions Causation Censures Certificates of Incorporation Chapter 11 Charter Communications Chipotle Grill Civil Code Civil Investigation Demand Class Certification Class Members Closing Documents Co-Investment Rights Collateral Benefits Commercial Contracts Commercial Leases Committee Meetings Commodity Pool Common Ownership Companies Act Companies Law Company Law Compensation & Benefits Compensation Consultant Competition Competition Act Confidentiality Agreements Conflicts Committee Consent Decrees Consideration Consultants Consultation Continuing Education Continuing Legal Education Continuity of Enterprises Continuous Holder Requirement Contract Interpretation Contract Negotiations Controlled Transactions Conversion Convertible Debt Copyright Corp Fin Corporate Bonds Corporate Culture Corporate Fines Corporate Issuers Corporate Liability Corporate Misconduct Corporate Records Countrywide Cox Communications CPOs Credibility Creditors Criminal Convictions Criminal Investigations Criminal Prosecution CTA Data Retention De Minimis Claims Debt Collection Debt Financing Debt Market Debtors Deductions Default Defective Corporate Acts Defense Strategies Deferred Stock Incentive Plans Delegation Doctrine Delisting Designated Agent Deutsche Bank Direct Suit Director Compensation Director Nominations Disgorgement Dismissal With Prejudice Disparate Impact Dispute Resolution DOL Dolly Varden Silver Double Taxation Driverless Cars Drop-Down Transactions Drug Pricing Dual Track Process Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Email Emerging Technology Companies Employee Stock Purchase Plans Employer Liability Issues Employment Contract Enabling Laws Energy Market Energy Policy Equity Markets Ernst & Young Estimated Value Disclosures Estoppel Ethics EU Market Abuse Regulation (EU MAR) EUMR European Securities and Markets Authority (ESMA) Exchange Offer Exemptive Relief Expedia Expert Testimony Exxon Exxon Mobil Facebook Facilitation Payments Fairness Hearings FBI Fee Awards Fidcuciary Liability Financial Conduct Authority (FCA) Financial Crisis Financial Regulatory Reform Financial Reporting Financial Services Industry Fines FIRB First Impression Fiscal Cliff FLSA FOIA Food Manufacturers Foreign Banks Foreign Business Partners Foreign Equity Securities Foreign Exchanges Foreign Official Foreign Trade Regulations Former Stockholders Forum Shopping FRB Full Faith and Credit Fundraisers GDP General Corporation Law General Electric General Jurisdiction General Motors German Supreme Court Gilead Sciences Global Dealmaking Global Market Golden Leash Arrangements Good Faith Goodyear Google Governor Markell GPOs Greenmail Guidance Update Gun-Jumping Health Care Providers Hedging Heinz Hertz Hewlett-Packard Honest Belief Defense Hong Kong Stock Exchange Horizontal Mergers Hostile Offers Hyundai Immigration Procedures Incentive Compensation Incentives Incubators Indemnification Clauses Indemnity Insurance Independent Audits Information Reports Inherent Authority Insider Breach Insolvency Inspection Rights Insurance Industry Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine International Tax Issues Investigations Investment Companies Investment Company Act of 1940 Investment Contract Investment Management Investor Advisory Committee IP License Iran Sanctions Irrebuttable Presumptions Issuer Eligibility Criteria Job Creation Judicial Appointments Judicial Proceedings Justice Department Kickstarter Kraft Labor Code Landlords Legal Entities Legislative Agendas Lehman Brothers Lenders Leveraged Lending Leveraged Loans Licenses Lockheed Martin M&A Brokers Macron Law Market Abuse Martin Shkreli Material Adverse Effects Material Nonpublic Information Materiality Merger Clause Merrill Lynch Mexico MiFIR Mining Mootness Fee Applications Mortgage-Backed Securities Motion To Stay MSRB Multinationals Mylan Pharmaceuticals NASAA National Security NDRC Netflix Netherlands NFA NJ Supreme Court No-Action Relief Nominations Non-Convertible Debt Securities Non-Disclosure Agreement Non-GAAP Financial Measures Non-Signatories Notifications NY Supreme Court OCC OECD OFAC Offerings Offers OIG Online Gaming Ontario Securities Commission (OSC) Open Source Software Option Contracts OTC Outsourcing Oversight Committee Pakistan Pass-Through Entities Patent Expiration Patent Portfolios Pay-for-Performance Permanent Injunctions Personal Benefit Personal Liability Plainly Material Standard Plan of Arrangement Podcasts Political Contributions Ponzi Scheme PRC Labor Contract Laws Pre-Clearance Precision Medicine Initiative (PMI) Preclearance Prejudgment Interest Presidential Elections 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 Communications Public Disclosure Public Policy Public Relations Purchase Price Qualified Restricted Stock Units (RSUs) Ratification Real Estate Transfers Rebuttable Presumptions Reciprocity Rules Record Preservation Refiling Registered Investment Companies (RICs) Registration Registration Requirement Regulation A Regulation FD Regulatory Oversight Related Parties Release Agreements Release of Liability Renewable Energy Reorganizations Research and Development Resource Extraction Restitution Restricted Stocks Restructuring Reverse Stock Splits Right of FIrst Refusal Risk Alert Risk Assessment Risk Management Risk Mitigation Risk-Based Approaches Rule 144 Rule 504 Rulemaking Process Russia Samsung Sapin II Scheme of Arrangement SCOTUS SDN List Section 10(b)-5 Section 162(m) Section 220 Request Section 262 Section 336(e) Section 363 Securities Regulation SFC Share Capital Share Certificates Share Classes Share Purchase Agreements Shareholder Distributions Shareholder Meetings Shell Oil Shenzhen Stock Exchange (SZSE) SIPC Small Offering Exemptions Smaller Reporting Companies SMEs Smithfield Foods Social Networks South Korea Spain Special Purpose Acquisition Companies (SPACs) Squeeze-Out Mergers State of Incorporation State Regulators State Secrets State Taxes Statute of Limitations Statutory Mergers Statutory Waiting Period Stock Connect Stock Exchange Stock Float Stock Trades Strategic Enforcement Plan Subpoenas Successors Sun Capital Partners Suppliers Surveys Suspensions Suspicious Activity Reports (SARs) Switzerland Taiwan 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 Tenure Teva Pharmaceuticals The Market Misconduct Tribunal (MMT) Time Restrictions Time Warner Tippees TLAC Tone At The Top Tortious Interference Trade Agreements Transactional Attorneys Transfer of Interest Transfer Taxes TripAdvisor Trump Administration TSX Venture Exchange UBTI UK Supreme Court Unfair Labor Practices Unions Universal Proxy Unregistered Securities US v Newman US v Yates Vacated Value Maximization Venture Funding Vodafone Voluntary Withdrawal Voting Powers VPPA Warranties Warrants Warranty Insurance Waste Webinars Wells Notice Williams Act Withholding Tax Witness Statements Witnesses Written Agreements WTO XBRL Filing Requirements Zales