Securities Business Torts Mergers & Acquisitions

Fiduciary Duty Board of Directors Mergers Shareholder Litigation Breach of Duty Shareholders Business Judgment Rule Controlling Stockholders Derivative Suit Acquisitions Class Action Aiding and Abetting SEC Corporate Counsel Insider Trading Standard of Review Motion to Dismiss Directors Minority Shareholders Corporate Governance Delaware General Corporation Law Corporate Officers DE Supreme Court Entire Fairness Standard Financial Adviser Fraud Settlement Conflicts of Interest Pleadings Stocks Duty of Loyalty Enforcement Actions Going-Private Transactions Merger Agreements Proxy Statements Securities Fraud Securities Litigation Dismissals Pleading Standards Preferred Shares Professional Liability Revlon Standard Shareholder Rights Shareholder Votes Tender Offers Appeals Common Stock Disclosure Requirements Dodd-Frank Publicly-Traded Companies Standing Bad Faith Books & Records Bylaws Fairness Standard Scienter Securities Exchange Act Statute of Limitations Appraisal Rights Disclosure Exculpatory Clauses Executive Compensation Forum Selection Leveraged Buyout MFW Popular Self-Dealing Shareholder Activism Acquisition Agreements Appraisal Buyouts Corporate Sales Transactions Covenant of Good Faith and Fair Dealing D&O Insurance Damages Disclosure-Based Settlements Due Diligence Illegal Tipping Injunctions Investors Misrepresentation Mootness Personal Liability Private Equity Stock Purchase Agreement Stock-for-Stock Merger Summary Judgment Supplemental Disclosures Whistleblowers Attorney's Fees Auditors Breach of Contract Canada China Class Certification Demand Futility Disclosure Settlement DOJ Dole Food Duty to Disclose Enforcement ERISA False Statements Federal Rule 12(b)(6) Foreign Corporations Fraudulent Inducement FTC Hart-Scott-Rodino Act Hedge Funds Multidistrict Litigation Omissions Preliminary Injunctions Representations and Warranties Reverse Mergers Revlon SCOTUS Special Committees Statute of Repose Target Company Trulia UK Venture Capital Young Lawyers Abuse of Discretion Apple Attorney-Client Privilege Audits Bank of America Beneficial Owner Broker-Dealer Bundling Rules Burden of Proof C-Suite Executives Causation Celera Class Representatives Compliance Contract Drafting Contract Interpretation COOs Cybersecurity Dell Derivative Complaint Derivatives Dilution Due Care Duty of Care Earn-Outs EU Fair Market Value Fee-Shifting Financial Statements FINRA Freeze-Out Mergers Good Faith Indemnification Independent Boards Independent Director Independent Directors Insolvency Insurance Industry Interlocutory Appeals Joint and Several Liability Limited Partnerships Loss Causation Material Disclosures Material Misstatements Oil & Gas Omnicare Opt-Outs Personal Benefit Personal Jurisdiction Pharmaceutical Industry Plainly Material Standard Ponzi Scheme Pre-Merger Filing Requirements Remedies RMBS Sale of Assets Sarbanes-Oxley Say-on-Pay Securities Shareholder Approval Shareholder Demands Sothebys Standstill Agreements Stock Prices Subsidiaries Take-Private Transactions The Clayton Act Third Point Unfair Dealing Walgreens 10b5-1 Plans AbbVie Accounting Administrative Proceedings Agency Deference Alberta Securities Commission Amended Complaints Annual Reports Anti-Reliance Clauses Antitrust Litigation Antitrust Provisions Arbitrage Articles of Incorporation Asset Management Asset Valuations Assignments AT&T Attorney Malpractice Auction Bank of New York (BNY) Mellon Banks Beats Electronics Bitcoin Business Corporation Act Buy-Out Agreements Buyers Capital Contributions Cash Transactions Cease and Desist Orders CEOs Certifications CFTC Chadbourne & Parke LLP v Troice Change of Ownership CIGNA Cisco Civil Conspiracy Civil Monetary Penalty Closely Held Businesses Closing Documents Commercial Bankruptcy Commercial Leases Committee Meetings Companies Law Competitive Bidding Confidential Information Conflicts Committee Consideration Conspiracies Constitutional Challenges Contract Terms Corporate Dissolution Corporate Management Corporate Records Counterclaims Countrywide Creditors Criminal Prosecution Cyber Incident Reporting Data Mining Data Retention Debt Collection Debtors Detrimental Reliance Dismissal With Prejudice Disparate Impact Dissenters Rights Document Requests Dollar Tree Don't Ask - Don't Waive Drop-Down Transactions Duke Energy eBay Energy Sector Engagement Letters Equitable Tolling Estoppel Exhaustion Doctrine Facebook Failure To Disclose Failure To State A Claim Fair Price Fair Value Standard FBI Federal Reserve Fee Awards FFIEC FHFA Fidcuciary Liability Filing Fees Financial Regulatory Reform Financial Reporting Financial Sector Financing FinCEN Food Manufacturers Foreign Issuers Form D Filing Fraudulent Transfers Full Faith and Credit GAAP Gelboim v Bank of America General Solicitation Gerber Goldman Sachs Gross Negligence Halliburton Halliburton v Erica P. John Fund Healthcare Heinz Hewlett-Packard HKEx Honest Belief Defense Hong Kong Hong Kong Securities and Futures Commission (HKSFC) Incentive Compensation Incentive Stock Options Incentives Initial Public Offerings Insider Breach Inspection Rights Integration Clauses Interlocking Directorate Internal Controls Investigations Investment Banks Investment Portfolios Irrebuttable Presumptions Judicial Appointments Judicial Review Jurisdiction Kickbacks Landlords Lehman Brothers Libor Life Sciences Limited Liability Company (LLC) Listing Standards Market Abuse Market Manipulation Mary Jo White Master Limited Partnerships Material Misrepresentation Member State Merrill Lynch Misclassification Misleading Impressions Mootness Fee Applications Morgan Stanley Mortgage-Backed Securities Motion To Stay Negligent Misrepresentation NFA No-Action Letters Novell NYSE OCC Omnicare v Laborers District Council Ontario Securities Commission (OSC) Organic Parent Corporation Patents Pension Funds Plan of Arrangement Poison Pill Post-Closing Money Damages Principal Place of Business Privately Held Corporations Proxies Proxy Materials Proxy Put PSLRA Purchase Agreement Purchase Price Rating Agencies Reaffirmation Record Preservation Referendums Registration Statement Regulation D Release Agreements Reporting Requirements Repudiation Rescission Restricted Stocks Restrictive Covenants Reversal Reverse Stock Splits Reverse Triangular Mergers Right of FIrst Refusal Rule 10b-5 Russia Sales Schedule 13D SEC v Payton Section 10(b) Sellers Severance Pay Shared Responsibility Rule Shareholders' Agreements SIPC Size of Persons Test Size of Transaction Test SLUSA Smithfield Foods Sovereign Debt Specific Performance Squeeze-Out Mergers Standard Contractual Clauses Startups State of Incorporation Stock Deals Stock Options Strike Suits Swap Dealers Swaps Takeover Bids Takeovers Technology Tenants Threshold Requirements Tippees Too Big to Fail Transfer of Assets Transfers Trials UK Brexit UK Supreme Court Unfair Labor Practices Unjust Enrichment Vacated Value Maximization Virtual Currency Voting Securities Warrants Waste Whistleblower Protection Policies White Collar Crimes Williamson Act Wire Fraud Witnesses Zillow