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Mergers Acquisitions Board of Directors Shareholders SEC Shareholder Litigation Fiduciary Duty Hart-Scott-Rodino Act FTC Business Judgment Rule Controlling Stockholders Breach of Duty Corporate Counsel Popular Threshold Requirements Corporate Governance Delaware General Corporation Law Publicly-Traded Companies Going-Private Transactions Size of Persons Test DOJ Shareholder Rights Size of Transaction Test Appraisal Class Action Private Equity Merger Agreements Minority Shareholders Shareholder Votes Canada Aiding and Abetting DE Supreme Court Derivative Suit Disclosure-Based Settlements Shareholder Activism Standard of Review Target Company Directors Enforcement Actions Stocks Acquisition Agreements EU Investors Tender Offers Pre-Merger Filing Requirements Proxy Statements Settlement Appeals Appraisal Rights Compliance Disclosure Requirements Shareholder Approval Takeover Bids Trulia Conflicts of Interest Dodd-Frank Due Diligence Entire Fairness Standard FCPA IRS Securities Exchange Act The Clayton Act UK Books & Records Corporate Officers Filing Fees Insider Trading Hostile Takeover Initial Public Offerings Premerger Notifications Revlon Standard Venture Capital Bad Faith Common Stock Dismissals Financial Adviser FINRA Forum Selection Limited Liability Company (LLC) Motion to Dismiss Proposed Amendments Startups Young Lawyers Corporate Taxes Duty of Loyalty JOBS Act Supplemental Disclosures Attorney's Fees Australia Broker-Dealer Bylaws Executive Compensation Fairness Standard France Investment Funds IPO Sale of Assets Standing Technology Sector Zillow Buyouts Capital Markets Capital Raising Dell Fraud Germany Interlocking Directorate Nasdaq New Legislation Pleadings Reporting Requirements Representations and Warranties Safe Harbors Say-on-Pay Takeover Agreement Business Valuations Canadian Securities Administration China Dissenters Rights Entrepreneurs Exculpatory Clauses Financial Statements Institutional Investors ISS Jurisdiction Leveraged Buyout Liquidity Notice Requirements Private Placements Securities Securities Litigation Short-Form Mergers Voting Rights Accredited Investors Audits Bids Capital Gains Complex Corporate Transactions Confidential Information Conflict Mineral Rules Corporations Code Crowdfunding Derivatives Duty of Care Foreign Corporations Foreign Investment Hong Kong Investment-Only Exemption MFW Pleading Standards Poison Pill Preferred Shares Preliminary Injunctions Privately Held Corporations Proxy Contests Securities Act of 1933 Securities Fraud Selling a Business Voting Securities Written Consent Yahoo! Amended Legislation Amended Regulation Auction Capital Acquisition Broker (CAB) CFTC Choice of Entity Compensation Committee Corporate Sales Transactions Disclosure Duty to Disclose Energy Sector European Commission European Merger Control Regulation Exemptions Fair Market Value Federal Rule 12(b)(6) Freeze-Out Mergers Hedge Funds Independent Director Inversion Investment Adviser Kenneth Cole Life Sciences Misrepresentation New Amendments New Guidance NYSE Private Equity Firms Proxy Season Public Offerings Self-Dealing Shareholders' Agreements Singapore Special Committees Standstill Agreements Stock Prices Summary Judgment Takeovers Tax Liability UAE UK Brexit Voting Requirements Arbitrage Assignments Baker Hughes Bank Holding Company Banks Breach of Contract Bribery Buyers CDIs Change in Control Chief Compliance Officers Clawbacks Closely Held Businesses Comment Period Commercial Companies Law Corporate Financing Cross-Border Transactions Damages Demand Futility Dole Food Earn-Outs Equity Compensation Equity Securities Exclusive Forum Exit Strategies False Statements Fee-Shifting Fees Financing Form 10-K Form 8-K General Solicitation Glass Lewis Halliburton Hong Kong Securities and Futures Commission (HKSFC) Income Taxes Indemnification Internal Controls Internal Revenue Code (IRC) Investment Banks Judicial Review Limited Partnerships Liquidation Mootness Multidistrict Litigation No-Action Letters Oil & Gas Oil Prices Omissions Opt-Outs Partnerships Proposed Regulation Proxy Access Proxy Voting Guidelines Regulation D REIT Remedies Reverse Triangular Mergers Rule 144A Sarbanes-Oxley Shareholder Demands Shareholder Proposals Small Business Special Purpose Entities Spinoffs Stock Options Stock Sale Agreements Subsidiaries Third Point Valuation Vesting Whistleblowers 10b5-1 Plans Abuse of Discretion Activist Investors Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Anti-Corruption Antitrust Investigations Antitrust Litigation Articles of Incorporation Asia ASIC Attorney-Client Privilege Australian Stock Exchange Beneficial Owner 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 CEOs CFIUS Change of Control Civil Monetary Penalty Class Representatives Commercial Bankruptcy Commercial Real Estate Market Commodities Competition Authorities Consent Order Contract Drafting COOs Corporate Conversions Corporate Dissolution Credit Default Swaps Cross-Border D&O Insurance Dilution Disclaimers Disclosure Settlement Divestiture 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 ERISA Escrow Accounts Excise Tax Fair Valuation Fair Value Standard FCPA Resource Guide FDIC Federal Register Federal Reserve Filing Requirements Final Rules Financial Markets Foreign Entities Foreign Private Issuers Foreign Subsidiaries Fund Managers Funding GAAP Gain Exclusion Golden Parachutes Government Investigations Gross Negligence HKEx Incentive Stock Options Incorporation Independent Boards Independent Directors Injunctions Injunctive Relief Interlocutory Appeals Investor Protection Iran Threat Reduction and Syria Human Rights Act Israel Italy Joint and Several Liability Joint Venture Kickbacks Latin America Listing Rules Listing Standards Market Manipulation Master Limited Partnerships Material Misstatements Merger Controls MOFCOM Monetary Authority of Singapore Mutual Funds New Regulations Nokia Offerors Omnicare Partnership Interests Passive Activity Patents Pay Ratio PCAOB Pharmaceutical Industry Post-Closing Money Damages Private Equity Funds Privatization Proxy Advisors Purchase Agreement Qualified Small Business Stock Quorum Reaffirmation Recapitalization Regulatory Agenda Regulatory Standards Representations and Warranties Insurance Reverse Takeovers Revlon Rule 506 Offerings S-Corporation Schedule 13D Scienter SEFs SEHK Settlement Agreements Share Price Shelf Corporations Siemens Silicon Valley Social Media Sothebys Stock Deals Stock Purchase Agreement Stock-for-Stock Merger Stockholder Agreements Strategic Planning Successor Liability Take-Private Transactions Takeover Code The Corporations Act Third-Party Toronto Stock Exchange U.S. Treasury Unfair Dealing Unregistered Brokers Waivers Walgreens "due di 3-D Technology 3D Printing AbbVie Accounting Controls Accounting Fraud 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-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Monopoly 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 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 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 Members Closing Documents Co-Investment Rights Collateral Benefits Commercial Contracts Commercial Leases Committee Meetings Commodity Pool Common Ownership Companies Act Companies Law Compensation & Benefits Compensation Consultant Competition Competition 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Dispute Resolution DOL Dolly Varden Silver Donald Trump Double Taxation Driverless Cars Drop-Down Transactions Drug Pricing Dual Track Process Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Emerging Technology Companies Employer Liability Issues Employment Contract Enabling Laws Energy Market Energy Policy Ernst & Young Estimated Value Disclosures Estoppel Ethics EU Directive 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 Failure To Disclose Fairness Hearings FBI Fee Awards Fidcuciary Liability Financial Crisis Financial Regulatory Reform Financial Reporting Financial Services Industry 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 Electric General Jurisdiction General Motors German Supreme Court Gilead Sciences Global Dealmaking Golden Leash Arrangements Goldman Sachs 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 Hyundai Immigration Procedures Incentive Compensation Incentives Incubators Indemnification Clauses Indemnity Insurance Information Reports Insider Breach Insolvency Inspection Rights Insurance Industry Intellectual Property Protection 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 LLC Agreements 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 New Zealand 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 Omnicare v Laborers District Council Online Gaming Ontario Securities Commission (OSC) Open Source Software Option Contracts OTC Outsourcing Oversight Committee Pakistan Parent Corporation Partnership Agreements Pass-Through Entities Patent Expiration Pay-for-Performance Penalties 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 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 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 Repudiation Rescission Research and Development Resource Extraction Restricted Stocks Restrictive Covenants Restructuring Reversal Reverse Mergers Reverse Stock Splits Right of FIrst Refusal Risk Alert Risk Assessment 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 Sellers SFC Share Capital Share Certificates Share Classes Share Purchase Agreements Shareholder Distributions Shareholder Meetings 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 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 Teva Pharmaceuticals The Market Misconduct Tribunal (MMT) Time Restrictions Time Warner Tippees TLAC Tone At The Top Trade Agreements Transactional Attorneys Transfer of Interest Transfer Taxes TripAdvisor 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 Voluntary Withdrawal Voting Powers VPPA Wal-Mart Warranties Warrants Warranty Insurance Waste Webinars Wells Notice Williams Act Withholding Tax Witnesses Written Agreements WTO XBRL Filing Requirements Zales