Securities Business Torts Mergers & Acquisitions

Fiduciary Duty Mergers Shareholder Litigation Board of Directors Breach of Duty Shareholders Acquisitions Controlling Stockholders Business Judgment Rule Class Action Corporate Counsel Derivative Suit SEC Insider Trading Aiding and Abetting Standard of Review Delaware General Corporation Law Corporate Governance DE Supreme Court Settlement Corporate Officers Enforcement Actions Securities Litigation Appeals Directors Publicly-Traded Companies Securities Fraud Disclosure-Based Settlements Entire Fairness Standard Merger Agreements Shareholder Rights Conflicts of Interest Dismissals Minority Shareholders Pleading Standards Pleadings Popular Proxy Statements Dodd-Frank Financial Adviser Going-Private Transactions Professional Liability Securities Exchange Act Tender Offers Appraisal Rights Bylaws Common Stock Disclosure Requirements Duty of Loyalty Fraud Scienter Shareholder Votes Appraisal Bad Faith Forum Selection Self-Dealing Standing Books & Records Breach of Contract Buyouts Demand Futility Disclosure Exculpatory Clauses Executive Compensation MFW Misrepresentation Mootness Motion to Dismiss Preferred Shares Revlon Standard Statute of Limitations Stocks Trulia Whistleblowers Acquisition Agreements Class Certification D&O Insurance Damages Dell Duty to Disclose ERISA Illegal Tipping Investors Leveraged Buyout Personal Liability Private Equity Shareholder Activism Statute of Repose Supplemental Disclosures UK Attorney's Fees Auditors Beneficial Owner Canada China Corporate Sales Transactions Covenant of Good Faith and Fair Dealing Cybersecurity Disclosure Settlement DOJ Dole Food Due Diligence Enforcement Failure To Disclose Fair Market Value Fairness Standard False Statements Fee-Shifting Foreign Corporations FTC Hart-Scott-Rodino Act Hedge Funds Independent Directors Injunctions Multidistrict Litigation Omissions Parent Corporation Preliminary Injunctions Remedies Reversal Reverse Mergers Revlon SCOTUS Securities Special Committees Stock-for-Stock Merger Target Company Verizon Young Lawyers Abuse of Discretion Apple Broker-Dealer Bundling Rules Burden of Proof Buyers C-Suite Executives Causation Celera Civil Monetary Penalty Class Representatives Compliance Confidential Information Contract Terms COOs Derivative Complaint Derivatives Dilution Due Care Duty of Care EU Fair Value Standard FINRA Food Manufacturers Freeze-Out Mergers Good Faith Indemnification Independent Boards Initial Public Offerings Insolvency Insurance Industry Joint and Several Liability Limited Partnerships Listing Standards Loss Causation Market Abuse Master Limited Partnerships Material Misstatements Oil & Gas Omnicare Opt-Outs Personal Benefit Pharmaceutical Industry Plainly Material Standard Ponzi Scheme Pre-Merger Filing Requirements PSLRA Regulation D Representations and Warranties RMBS Rule 10b-5 Sale of Assets Sarbanes-Oxley Say-on-Pay Sellers Shareholder Approval Shareholder Demands Sothebys Standstill Agreements Subsidiaries Summary Judgment Take-Private Transactions Takeovers The Clayton Act Third Point UK Supreme Court Unfair Dealing Venture Capital Walgreens 10b5-1 Plans Accounting Acquisition Finance Administrative Proceedings Agency Deference Agreement To Negotiate Alberta Securities Commission Allergan Inc Ambiguous Amended Complaints Annual Reports Antitrust Litigation Antitrust Provisions Arbitrage Articles of Association Asset Management Asset Valuations Assignments Attorney Malpractice Attorney-Client Privilege Auction Audits Bank of America Bank of New York (BNY) Mellon Beats Electronics Best Interest Standard Bitcoin Business Corporation Act Buy-Out Agreements Capital Contributions Cease and Desist Cease and Desist Orders CEOs Certifications CFTC Chadbourne & Parke LLP v Troice Change of Ownership Charter Communications CIGNA Closely Held Businesses Closing Documents Coercion Commercial Bankruptcy Commercial Leases Committee Meetings Companies Law Company Law Conflicts Committee Consideration Constitutional Challenges Contract Drafting Contract Interpretation Corporate Dissolution Corporate Liability Corporate Management Corwin Doctrine Creditors Criminal Prosecution Cross-Border Transactions Cyber Incident Reporting Data Breach Data Mining Debt Collection Debtors Detrimental Reliance Direct Suit Disclaimers Dismissal With Prejudice Disparate Impact Dissenters Rights Dollar Tree Don't Ask - Don't Waive Drop-Down Transactions Duke Energy Duty of Prudence Earn-Outs eBay Employee Shareholders Energy Sector Engagement Letters ESOP Estoppel Ethics Breach Excessive Fees Exclusive Forum Exhaustion Doctrine Facebook Fair Price FBI Federal Reserve Fee Awards FFIEC FHFA Filing Fees Financial Conduct Authority (FCA) Financial Regulatory Reform Financial Reporting Financial Sector Financing FinCEN 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 HKEx Honest Belief Defense Hong Kong Hong Kong Securities and Futures Commission (HKSFC) Hostile Takeover Inadvertent Errors Incentive Compensation Incentive Stock Options Incentives Indemnification Clauses Independent Director Information Reports Insider Breach Interlocking Directorate Investment Banks Investment Portfolios Judicial Appointments Judicial Review Jurisdiction Kickbacks Landlords Lehman Brothers Libor Life Sciences Limited Liability Company (LLC) MA Supreme Judicial Court Majority Shareholders Market Manipulation Mary Jo White Material Disclosures Material Misrepresentation Member State Merrill Lynch Misclassification Mootness Fee Applications Morgan Stanley Mortgage-Backed Securities Motion To Stay Negotiations NFA No-Action Letters NYSE OCC Omnicare v Laborers District Council Ontario Securities Commission (OSC) Oral Contracts Organic Partnership Agreements Penalties Pet Smart Plan of Arrangement PLSRA Poison Pill Post-Closing Money Damages Principal Place of Business Privately Held Corporations Proxies Proxy Materials Proxy Put Proxy Solicitations Purchase Agreement Purchase Price Rating Agencies Reaffirmation Referendums Registration Statement Release Agreements Reporting Requirements Repudiation Rescission Restitution Restrictive Covenants Reverse Stock Splits Reverse Triangular Mergers Right of FIrst Refusal Rule 11 Russia Sales Sanctions Schedule 13D Schedule 14D-9 Scheme of Arrangement SEC v Payton Section 10(b) Securities Act of 1933 Securities Violations Severance Pay Share Classes Shared Responsibility Rule Shareholder Oppression Shareholders' Agreements Short-Form Mergers SIPC Size of Persons Test Size of Transaction Test SLUSA Smithfield Foods Sovereign Debt Standard Contractual Clauses State of Incorporation Stock Deals Stock Exchange Stock Purchase Agreement Stock Repurchases Strike Suits Swap Dealers Swaps Takeover Bids Technology Telecommunications Tenants Threshold Requirements Time Warner Cable Tippees Too Big to Fail Tortious Interference Totality of Circumstances Test Transfer of Assets Transfers Trials UK Brexit Undervalue Transfers Unfair Labor Practices Vacated Venue Virtual Currency Vodafone Voting Securities Waiver of Liability Wal-Mart Waste Websites Whistleblower Protection Policies White Collar Crimes Williamson Act Wire Fraud Witnesses Zillow