Securities Business Organization Mergers & Acquisitions

Mergers Acquisitions Shareholder Litigation Board of Directors Shareholders SEC Fiduciary Duty Hart-Scott-Rodino Act FTC Breach of Duty Business Judgment Rule Corporate Counsel Popular Threshold Requirements Controlling Stockholders Merger Agreements Corporate Governance Delaware General Corporation Law Publicly-Traded Companies DOJ Size of Persons Test Derivative Suit Size of Transaction Test Disclosure-Based Settlements Private Equity Shareholder Rights Appraisal Class Action DE Supreme Court Canada Going-Private Transactions Acquisition Agreements Due Diligence Enforcement Actions Investors Dismissals Shareholder Activism Shareholder Votes Standard of Review Target Company Aiding and Abetting EU Minority Shareholders Trulia Proxy Statements The Clayton Act UK Shareholder Approval Appeals Directors Disclosure Requirements Securities Exchange Act Settlement Stocks Compliance Conflicts of Interest Corporate Officers Initial Public Offerings Pre-Merger Filing Requirements Tender Offers Appraisal Rights Dodd-Frank Takeover Bids Venture Capital FCPA Filing Fees IRS Premerger Notifications Bad Faith Books & Records Complex Corporate Transactions Entire Fairness Standard Hostile Takeover Insider Trading Interlocking Directorate Business Valuations Cross-Border Transactions Forum Selection Limited Liability Company (LLC) Representations and Warranties Australia Corporate Taxes Fair Market Value Financial Adviser FINRA Foreign Investment IPO Proposed Amendments Standing Startups Young Lawyers Broker-Dealer Buyouts Bylaws Capital Raising Common Stock Dell Duty of Loyalty Executive Compensation Germany JOBS Act Motion to Dismiss Revlon Standard Sale of Assets Securities Fraud Securities Litigation Attorney's Fees China Entrepreneurs France Fraud Investment Funds Pleading Standards Private Placements Reporting Requirements Technology Sector Capital Markets Corporations Code Fairness Standard Financial Statements Jurisdiction Nasdaq Pleadings Safe Harbors Say-on-Pay Securities Supplemental Disclosures Takeover Agreement Voting Securities Canadian Securities Administration Confidential Information Contract Terms Demand Futility Exculpatory Clauses Hedge Funds Hong Kong Institutional Investors Investment-Only Exemption Liquidity New Guidance New Legislation Notice Requirements Private Equity Firms Public Offerings Scienter Securities Act of 1933 Short-Form Mergers Singapore Takeovers UK Brexit Voting Rights Zillow Antitrust Provisions Buyers Capital Gains Change in Control Conflict Mineral Rules Crowdfunding Disclosure Dissenters Rights Duty of Care Energy Sector Exclusive Forum Exemptions Foreign Corporations Independent Director ISS Leveraged Buyout Merger Controls MFW Mootness Poison Pill Preliminary Injunctions Proxy Contests Regulation D Self-Dealing Selling a Business Stock Options Stock Purchase Agreement Subsidiaries Tax Liability Valuation Yahoo! Accredited Investors Amended Legislation Amended Regulation Auction Bids Capital Acquisition Broker (CAB) CFTC Choice of Entity Clawbacks Commercial Bankruptcy Compensation Committee Contract Drafting Corporate Financing Corwin Doctrine Derivatives Dilution Dividends Duty to Disclose Earn-Outs Enforcement European Commission European Merger Control Regulation Failure To Disclose Fee-Shifting Fees Filing Requirements Financing Foreign Direct Investment Form 8-K Freeze-Out Mergers Hong Kong Securities and Futures Commission (HKSFC) Indemnification Internal Revenue Code (IRC) Inversion Investment Adviser Kenneth Cole Life Sciences Misrepresentation Multidistrict Litigation New Amendments Oil & Gas Omnicare v Laborers District Council Partnerships Preferred Shares Privately Held Corporations Proxy Access Proxy Season Purchase Agreement Regulatory Agenda Reverse Mergers Rule 144A Shareholders' Agreements Special Committees Spinoffs Stock Prices Stock Sale Agreements Trump Administration UAE Voting Requirements Whistleblowers Written Consent Anti-Corruption Arbitrage Assignments Audits Baker Hughes Bank Holding Company Banks Beneficial Owner Breach of Contract Bribery Burden of Proof C&DIs CDIs CEOs CFIUS Change of Control Chief Compliance Officers Closely Held Businesses Comment Period Commercial Companies Law Contract Interpretation Corporate Dissolution Corporate Sales Transactions Cybersecurity Disclaimers Dole Food Early Stage Companies EBITDA EDGAR Equity Compensation Equity Securities ERISA Exit Strategies Fair Valuation False Statements Federal Reserve Final Rules Foreign Private Issuers Foreign Subsidiaries Form 10-K GAAP General Solicitation Glass Lewis Halliburton Income Taxes Independent Directors Intellectual Property Protection Internal Controls Investment Banks Joint Venture Judicial Review Liquidation Listing Standards MA Supreme Judicial Court Master Limited Partnerships New Regulations No-Action Letters NYSE Oil Prices Omissions Omnicare Opt-Outs Parent Corporation Pet Smart Proposed Regulation Proxy Voting Guidelines Regulatory Standards REIT Reversal Reverse Triangular Mergers Risk Management Sarbanes-Oxley Section 220 Request Sellers Shareholder Demands Shareholder Proposals Small Business Special Purpose Entities Squeeze-Out Mergers Standstill Agreements Stock Exchange Take-Private Transactions Third Point Third-Party Verizon Vesting 10b5-1 Plans Abuse of Discretion Activist Investors Affiliates Affordable Care Act Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Anti-Reliance Clauses Antitrust Investigations Antitrust Litigation Articles of Incorporation Asia ASIC Australian Stock Exchange Blue Sky Laws British Columbia Securities Commission Business Corporation Act Business Court Division Business Formation C-Corporation C-Suite Executives Cadbury Celera Charter Communications Civil Monetary Penalty Class Certification Class Representatives Commercial Real Estate Market Competition Authorities Consent Order Contract Negotiations COOs Corporate Conversions Corporate Executives Corporate Liability Corporate Restructuring Covenant of Good Faith and Fair Dealing Credit Default Swaps Criminal Prosecution Cross-Border D&O Insurance Damages Data Breach Debt Financing Delaware Limited Liability Company Act Deloitte Disclosure Settlement Divestiture Dual Track Process Due Care Economic Sanctions EEA Emerging Growth Companies Environmental Policies Equity Financing Escrow Accounts EU Directive Excise Tax Fair Value Standard Fairness Hearings FCPA Resource Guide FDIC Federal Register Financial Markets Financial Reporting Food Manufacturers Foreign Entities Fund Managers Funding Gain Exclusion Golden Parachutes Goldman Sachs Government Investigations Gross Negligence Gun-Jumping Health Care Providers HKEx Incentive Stock Options Incorporation Independent Boards Information Reports Injunctions Injunctive Relief Investor Protection Iran Threat Reduction and Syria Human Rights Act Irrebuttable Presumptions Israel Italy Joint and Several Liability Kickbacks Latin America Limited Partnerships Listing Rules LLC Agreements Market Manipulation Material Misrepresentation Mining MOFCOM Monetary Authority of Singapore Mutual Funds New Zealand Nokia OCC OECD Offerors Partnership Agreements Partnership Interests Passive Activity Patents Pay Ratio PCAOB Penalties People's Bank of China Pharmaceutical Industry Post-Closing Money Damages Private Equity Funds Privatization Proxy Advisors Purchase Price Putative Class Actions Qualified Small Business Stock Quorum Reaffirmation Recapitalization Remedies Representations and Warranties Insurance Repudiation Rescission Restrictive Covenants Reverse Takeovers Revlon Risk Assessment Rule 10b-5 Rule 506 Offerings S-Corporation Schedule 13D SEFs SEHK Settlement Agreements Share Price Share Purchase Agreements Shelf Corporations Siemens Silicon Valley Social Media Sothebys Spain Stock Deals Stock Repurchases Strategic Planning Successor Liability Summary Judgment Surveys Takeover Code The Corporations Act Toronto Stock Exchange Transfer of Assets U.S. Treasury Unfair Dealing Unregistered Brokers Waivers Wal-Mart Walgreens WTO 3-D Technology 3D Printing Accounting Controls Accounting Fraud Acquisition Finance Activist Hedge Funds Adequate Assurances Administrative Proceedings Advancement Agency Deference Alibaba Allergan Inc Amazon Amended Complaints American Pipe & Construction Co. v. Utah AMF Angel Investors Annual Filings Annual Meeting Annual Reports Anthem Blue Cross Anthem Insurance Anti-Bribery Anti-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Monopoly Anticipatory Breach Antitrust Division AOL apprai Arbitration Arm's Length Principle Asset Freeze Asset Management Asset Purchaser Asset-Based Lending Associated Persons ATP Tours Attorney-Client Privilege Audit Committee Audit Policies Auditors Australian Securities Exchange (ASX) Auto Manufacturers Automotive Industry Bad Actors Banking Sector Basel III BEA Beer Belgium Benchmarks Benefit Corporations BEPS Best Interest Standard Biosimilars Biotechnology Block Trades Bonds BP Breach of Warranty Brokers BSA/AML Bundling Rules Business Court Business Development Business Development Companies Business Expenses Business Model Business Records Business Succession Business Taxes Buy-Out Agreements CAFA Capital Exchanges Capital Formation Capital Structures Causation Cease and Desist Orders Censures Certificates of Incorporation CETA Chapter 11 Chipotle Grill Civil Code Civil Investigation Demand Class Members Closing Documents Co-Investment Rights Coal Industry Coercion Collateral Benefits Commercial Contracts Commercial Leases Commercial Real Estate Contracts Commercially Reasonable Efforts Committee Meetings Commodities Commodity Pool Common Ownership Common-Interest Privilege Companies Act Companies Law Company Law Compensation & Benefits Compensation Consultant Competition Competition Act Confidential Communications Confidentiality Agreements Conflicts Committee Consent Decrees Consideration Consultants Consultation Continuing Education Continuing Legal Education Continuity of Enterprises Contract of Adhesion Contribution Agreements Controlled Substances Act Controlled Transactions Conversion Convertible Debt Copyright Corp Fin Corporate Bonds Corporate Culture Corporate Fines Corporate Issuers Corporate Misconduct CPOs Credibility Creditors Criminal Convictions Criminal Investigations Critical Infrastructure Sectors CTA De Minimis Claims Debt Collection Debt Market Debt-Equity Debtors Deductions Default Defective Corporate Acts Defense Strategies Deferred Prosecution Agreements Delegation Doctrine Delisting Designated Agent Deutsche Bank Direct Suit Director Compensation Director Nominations Disgorgement Disguised Sales Dismissal With Prejudice Disparate Impact Dispute Resolution DOL Dolly Varden Silver Don't Ask - Don't Waive Double Taxation Driverless Cars Drop-Down Transactions Drug Pricing Duty of Prudence E-Commerce Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Electronic Filing Email Emerging Technology Companies Employee Stock Purchase Plans Employer Liability Issues Employment Contract Enabling Laws Energy Market Energy Policy Equity Markets ESOP Estimated Value Disclosures Estoppel Ethics Ethics Breach EU Market Abuse Regulation (EU MAR) EUMR European Securities and Markets Authority (ESMA) Excessive Fees Exchange Offer Exclusivity Clauses Exemptive Relief Expedia Exxon Exxon Mobil Facebook Facilitation Payments FBI Federal Sentencing Guidelines Fee Awards Financial Conduct Authority (FCA) Financial Crisis Financial Regulatory Reform Financial Services Industry Fines Fintech Charter FIRB First Impression Fiscal Cliff FLSA FOIA Foreign Banks Foreign Business Partners Foreign Equity Securities Foreign Exchanges Foreign Official Foreign Trade Regulations 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 Goodwill Goodyear Google Governor Markell GPOs Greenmail Guidance Update Health Insurance Hedging Heinz Hertz Hewlett-Packard Honest Belief Defense Hong Kong Stock Exchange Horizontal Mergers Hostile Offers Hyperlink Hyundai Immigration Procedures Incentive Compensation Incentives Incubators Indemnification Clauses Indemnity Indemnity Insurance Independent Audits Inherent Authority Insider Breach Insolvency Insurance Industry Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine Internal Investigations International Tax Issues Internet Retailers Investment Investment Canada Act Investment Companies Investment Company Act of 1940 Investment Contract Investment Management Investor Advisory Committee IP License Iran Sanctions 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 Locked-Box Deals Lockheed Martin Long Term Care Facilities Loss of Goodwill M&A Brokers Macron Law Marijuana Related Businesses Market Abuse Martin Shkreli Material Adverse Effects Material Misstatements Material Nonpublic Information Merger Clause Merrill Lynch Mexico MiFIR Mootness Fee Applications Mortgage-Backed Securities Most-Favored Nations Motion To Sever Motion To Stay MSRB Multinationals Mylan Pharmaceuticals NASAA National Security NDRC Netflix Netherlands Nextel NFA NJ Supreme Court No-Action Relief Nominations Non-Compete Agreements Non-Convertible Debt Securities Non-Disclosure Agreement Non-GAAP Financial Measures Non-Profits Non-Signatories Notifications NY Supreme Court Objective Falsity OFAC Offerings Offers OIG Online Gaming Ontario Securities Commission (OSC) Open Source Software 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 PLSRA Podcasts Policies and Procedures Political Contributions Ponzi Scheme Portfolio Managers PRC Labor Contract Laws Pre-Clearance Precision Medicine Initiative (PMI) Preclearance Prejudgment Interest Presidential Elections Pretext Price Manipulation Principal Place of Business Privacy Laws Privacy Policy Private Funds Private Securities Litigation Reform Act of 1995 Professional Liability Prospectus Proxy Materials Proxy Put Public Benefit Corporation Public Communications Public Disclosure Public Entities Public Policy Public Relations Pump and Dump Qualified Restricted Stock Units (RSUs) Ratification Real Estate Transfers Rebuttable Presumptions Reciprocity Rules Refiling Registered Investment Companies (RICs) Registration Registration Requirement Registration Statement Regulation A Regulation FD Regulation S-K Regulatory Oversight Related Parties Release Agreements Release of Liability Renewable Energy Reorganizations Research and Development Resource Extraction Restitution Restructuring Reverse Stock Splits Right of FIrst Refusal Risk Alert Risk Mitigation Risk-Based Approaches Rolls-Royce Royalties Rule 11 Rule 144 Rule 504 Rulemaking Process Russia Samsung Sanctions Sapin II Schedule 14D-9 Scheme of Arrangement SCOTUS SDN List Section 10(b) Section 10(b)-5 Section 162(m) Section 262 Section 336(e) Section 363 Securities Regulation Securities Violations Senior Managers Serious Fraud Office SFC Share Capital Share Certificates Share Classes Shareholder Distributions Shareholder Meetings Shell Oil Shenzhen Stock Exchange (SZSE) SIPC Small Offering Exemptions Smaller Reporting Companies SMEs Smithfield Foods SnapChat Social Networks SoftBank South Korea Special Purpose Acquisition Companies (SPACs) Sprint Startup Visa State of Incorporation State Regulators State Secrets State Taxes State-Owned Enterprises Statement of Opinion Statute of Limitations Statute of Repose Statutory Mergers Statutory Waiting Period Stock Connect Stock Float Stock Trades Stock-for-Stock Merger Stockholder Agreements Strategic Enforcement Plan Subject Matter Jurisdiction Subpoenas Successors Sun Capital Partners Suppliers Supreme Court of the United Kingdom 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 Term Sheets