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Mergers Acquisitions Shareholder Litigation Board of Directors SEC Shareholders Fiduciary Duty Hart-Scott-Rodino Act FTC Breach of Duty Merger Agreements Popular Business Judgment Rule Threshold Requirements Corporate Counsel Controlling Stockholders Corporate Governance Publicly-Traded Companies Delaware General Corporation Law DOJ Private Equity Derivative Suit EU Size of Persons Test Appraisal DE Supreme Court Size of Transaction Test Disclosure-Based Settlements Shareholder Rights Canada Class Action Dismissals Due Diligence Acquisition Agreements Going-Private Transactions Enforcement Actions UK Investors Shareholder Votes Standard of Review Minority Shareholders Shareholder Activism Target Company Aiding and Abetting Trulia Compliance Proxy Statements Stocks The Clayton Act Appeals Directors Foreign Investment Pre-Merger Filing Requirements Shareholder Approval Conflicts of Interest Disclosure Requirements Premerger Notifications Securities Exchange Act Settlement Corporate Officers Initial Public Offerings Tender Offers Appraisal Rights Cross-Border Transactions Dodd-Frank Entire Fairness Standard FCPA Takeover Bids Venture Capital Bad Faith Books & Records Business Valuations Complex Corporate Transactions Filing Fees IRS Forum Selection Germany Hostile Takeover Insider Trading Interlocking Directorate Limited Liability Company (LLC) Merger Controls Buyouts China Fair Market Value Representations and Warranties Startups Australia Contract Terms Corporate Taxes Financial Adviser FINRA IPO Proposed Amendments Securities Litigation Standing Technology Sector Young Lawyers Broker-Dealer Bylaws Capital Raising CFIUS Common Stock Dell Duty of Loyalty Entrepreneurs Executive Compensation JOBS Act Motion to Dismiss Revlon Standard Sale of Assets Securities Fraud Attorney's Fees Corporations Code France Fraud Investment Funds Pleading Standards Private Placements Reporting Requirements Takeovers Amended Regulation Antitrust Provisions Capital Markets European Commission European Merger Control Regulation Exculpatory Clauses Fairness Standard Financial Statements Jurisdiction Nasdaq New Guidance Pleadings Private Equity Firms Safe Harbors Say-on-Pay Securities Supplemental Disclosures Takeover Agreement UK Brexit Voting Rights Voting Securities Canadian Securities Administration Confidential Information Corwin Doctrine Demand Futility Financial Regulatory Reform Foreign Direct Investment Hedge Funds Hong Kong Institutional Investors Investment-Only Exemption Liquidity New Legislation Notice Requirements Public Offerings Scienter Securities Act of 1933 Short-Form Mergers Singapore Stock Purchase Agreement Subsidiaries Trump Administration Zillow Buyers Capital Gains Change in Control Competition Authorities Conflict Mineral Rules Crowdfunding Disclosure Dissenters Rights Dividends Duty of Care EDGAR Energy Sector Exclusive Forum Exemptions Fair Valuation Filing Requirements Foreign Corporations Indemnification Independent Director ISS Italy Joint Venture Leveraged Buyout Leveraged Finance MFW Mootness National Security Poison Pill Preliminary Injunctions Proxy Access Proxy Contests Proxy Season Regulation D REIT Reversal Reverse Mergers Self-Dealing Selling a Business Shareholders' Agreements Stock Options Tax Liability Valuation Written Consent Yahoo! Accredited Investors Amended Legislation Auction Bids Breach of Contract Burden of Proof C&DIs Capital Acquisition Broker (CAB) CFTC Choice of Entity Clawbacks Commercial Bankruptcy Compensation Committee Contract Drafting Corporate Financing Cybersecurity Derivatives Dilution Disclaimers Duty to Disclose Earn-Outs EBITDA Enforcement Equity Compensation Failure To Disclose Fee-Shifting Fees Financing Form 8-K Freeze-Out Mergers GAAP Hong Kong Securities and Futures Commission (HKSFC) Intellectual Property Protection Internal Controls Internal Revenue Code (IRC) Inversion Investment Adviser Kenneth Cole Life Sciences Misrepresentation Multidistrict Litigation New Amendments New Regulations NYSE Oil & Gas Omnicare v Laborers District Council Parent Corporation Partnerships Preferred Shares Privately Held Corporations Proposed Regulation Purchase Agreement Putative Class Actions Regulatory Agenda Risk Management Rule 144A Special Committees Spinoffs Squeeze-Out Mergers Stock Prices Stock Sale Agreements UAE Voting Requirements Whistleblowers Abuse of Discretion Anti-Corruption Antitrust Investigations Antitrust Litigation Arbitrage Assignments Audits Baker Hughes Bank Holding Company Banks Beneficial Owner Bribery Business Corporation Act CDIs CEOs Change of Control Chief Compliance Officers Closely Held Businesses Comment Period Commercial Companies Law Competition Act Contract Interpretation Contract Negotiations Corporate Dissolution Corporate Sales Transactions Covenant of Good Faith and Fair Dealing D&O Insurance Data Breach Dole Food Early Stage Companies Equity Securities ERISA Exit Strategies False Statements Federal Reserve Final Rules Financial Reporting Foreign Private Issuers Foreign Subsidiaries Form 10-K General Solicitation Glass Lewis Halliburton Income Taxes Indemnification Clauses Independent Directors Information Reports Investment Banks Judicial Review Limited Partnerships Liquidation Listing Standards MA Supreme Judicial Court Master Limited Partnerships No-Action Letters Oil Prices Omissions Omnicare Opt-Outs Penalties Pet Smart Privatization Proxy Voting Guidelines Regulatory Standards Reverse Triangular Mergers Russia Sarbanes-Oxley Section 220 Request Sellers Semiconductors Share Classes Shareholder Demands Shareholder Proposals Small Business Spain Special Purpose Entities Standstill Agreements State-Owned Enterprises Stock Exchange Summary Judgment Take-Private Transactions Third Point Third-Party Verizon Vesting 10b5-1 Plans Activist Investors Affiliates Affordable Care Act Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Anti-Reliance Clauses Antitrust Division Arbitration Articles of Incorporation Asia ASIC Attorney-Client Privilege Australian Stock Exchange Blue Sky Laws British Columbia Securities Commission Business Court Business Court Division Business Formation C-Corporation C-Suite Executives Cadbury Celera Charter Communications Civil Monetary Penalty CJEU Class Certification Class Representatives Commercial Real Estate Market Company Law Consent Order COOs Corporate Conversions Corporate Executives Corporate Liability Corporate Restructuring Credit Default Swaps Criminal Prosecution Cross-Border Damages Debt Financing Delaware Limited Liability Company Act Deloitte Disclosure Settlement Divestiture Dual Track Process Due Care Economic Sanctions EEA Emerging Growth Companies Employer Liability Issues Environmental Policies Equity Financing Escrow Accounts EU Directive Excise Tax Executive Orders Exxon Mobil Fair Value Standard Fairness Hearings FCPA Resource Guide FDIC Federal Register Financial Conduct Authority (FCA) Financial Markets Food Manufacturers Foreign Entities Fund Managers Funding Gain Exclusion General Corporation Law Golden Parachutes Goldman Sachs Good Faith Government Investigations Gross Negligence Gun-Jumping Health Care Providers HKEx Incentive Stock Options Incorporation Independent Boards Injunctions Injunctive Relief Investor Protection Iran Threat Reduction and Syria Human Rights Act Irrebuttable Presumptions Israel Joint and Several Liability Kickbacks Latin America Listing Rules LLC Agreements Market Abuse Market Manipulation Material Misrepresentation Member State Mining MOFCOM Monetary Authority of Singapore Mutual Funds New Zealand Nokia Non-GAAP Financial Measures OCC OECD Offerors Partnership Agreements Partnership Interests Passive Activity Patents Pay Ratio PCAOB People's Bank of China Pharmaceutical Industry Post-Closing Money Damages Private Equity Funds Proxy Advisors Purchase Price Qualified Small Business Stock Quorum Reaffirmation Recapitalization Regulation S-K Remedies Representations and Warranties Insurance Repudiation Rescission Restitution Restrictive Covenants Reverse Takeovers Revlon Risk Assessment Rule 10b-5 Rule 506 Offerings S-Corporation Schedule 13D Scheme of Arrangement SEFs SEHK Settlement Agreements Share Price Share Purchase Agreements Shelf Corporations Siemens 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Convictions Criminal Investigations Critical Infrastructure Sectors CTA Cyber Attacks 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 Digital Health Direct Suit Director Compensation Director Nominations Disgorgement Disguised Sales Dismissal With Prejudice Disparate Impact Dispute Resolution Document Productions DOL Dolly Varden Silver Don't Ask - Don't Waive Double Taxation Driverless Cars Drop-Down Transactions Drug Pricing Duty of Prudence Duty to Defend Duty to Indemnify E-Commerce Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Electronic Filing Email Emerging Technology Companies Employee Shareholders Employee Stock Purchase Plans Employment Contract En Banc Review Enabling Laws Energy Contracts Energy Market Energy Policy Equity Markets ESOP Estimated Value 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Horizontal Mergers Hostile Offers Hyperlink Hyundai Illegal Trading Immigration Procedures Inadvertent Errors Incentive Compensation Incentives Incubators 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 of Things 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 Letters of Intent Leveraged Lending Leveraged Loans Licenses Listed Company Manual Locked-Box Deals Lockheed Martin Long Term Care Facilities Loss of Goodwill M&A Brokers Macron Law Marijuana Related Businesses 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 Review Proceedings NDRC Netflix Netherlands Nextel NFA NJ Supreme Court No-Action Relief Nominations Non-Compete Agreements Non-Convertible Debt Securities Non-Disclosure Agreement Non-Profits Non-Public Information Non-Reliance Clauses Non-Signatories Notification Requirements Notifications NV Supreme Court NY Supreme Court Objective Falsity OFAC Offerings Offers OIG Online Gaming Ontario Securities Commission (OSC) Open Source Software Oral Contracts OTC Outsourcing Oversight Committee Pakistan Pass-Through Entities Patent Expiration Patent Portfolios Pay-for-Performance Payday Loans Pensions Permanent Injunctions Personal Benefit Personal Liability 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Release Agreements Release of Liability Renewable Energy Reorganizations Research and Development Resource Extraction Restricted Stocks 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 Samsung Sanctions Sandbagging Sapin II Schedule 14D-9 SCOTUS SDN List Section 10(b) Section 10(b)-5 Section 162(m) Section 262 Section 336(e) Section 363 Securities Regulation Securities Violations Seed Financing Senior Managers Serious Fraud Office SFC Share Capital Share Certificates Shareholder Distributions Shareholder Meetings Shell Oil