Securities Mergers & Acquisitions Business Organization

Mergers Acquisitions Board of Directors SEC Shareholder Litigation Shareholders Hart-Scott-Rodino Act Fiduciary Duty FTC Breach of Duty Corporate Counsel Popular Threshold Requirements Business Judgment Rule Controlling Stockholders Corporate Governance DOJ Publicly-Traded Companies Delaware General Corporation Law Merger Agreements Size of Persons Test Size of Transaction Test Shareholder Rights Disclosure-Based Settlements Private Equity Going-Private Transactions Class Action Derivative Suit Appraisal Canada DE Supreme Court Enforcement Actions Minority Shareholders Shareholder Activism Shareholder Votes Investors Target Company Due Diligence EU Standard of Review The Clayton Act Acquisition Agreements Proxy Statements Aiding and Abetting Shareholder Approval Stocks Trulia Appeals Compliance Corporate Officers Directors Disclosure Requirements Pre-Merger Filing Requirements Securities Exchange Act Settlement Tender Offers UK Conflicts of Interest Premerger Notifications Appraisal Rights Dodd-Frank FCPA Filing Fees Takeover Bids Insider Trading Interlocking Directorate IRS Venture Capital Books & Records Dismissals Hostile Takeover Limited Liability Company (LLC) Bad Faith Entire Fairness Standard Forum Selection Initial Public Offerings Representations and Warranties FINRA Proposed Amendments Standing Startups Young Lawyers Australia Broker-Dealer Bylaws Common Stock Complex Corporate Transactions Corporate Taxes Executive Compensation Financial Adviser IPO JOBS Act Revlon Standard Attorney's Fees Buyouts Cross-Border Transactions Dell France Fraud Investment Funds Motion to Dismiss Sale of Assets Technology Sector Business Valuations Capital Markets Capital Raising Corporations Code Duty of Loyalty Entrepreneurs Fairness Standard Germany Jurisdiction Nasdaq Pleadings Private Placements Reporting Requirements Safe Harbors Say-on-Pay Securities Fraud Securities Litigation Supplemental Disclosures Takeover Agreement Voting Securities Canadian Securities Administration China Confidential Information Exculpatory Clauses Fair Market Value Financial Statements Hedge Funds Institutional Investors Investment-Only Exemption Liquidity New Guidance New Legislation Notice Requirements Securities Securities Act of 1933 Short-Form Mergers Voting Rights Zillow Buyers Capital Gains Conflict Mineral Rules Contract Terms Crowdfunding Demand Futility Disclosure Dissenters Rights Duty of Care Foreign Corporations Foreign Investment Hong Kong ISS MFW Mootness Poison Pill Preliminary Injunctions Proxy Contests Public Offerings Self-Dealing Selling a Business Singapore Takeovers UK Brexit Written Consent Yahoo! Accredited Investors Amended Legislation Amended Regulation Bids Capital Acquisition Broker (CAB) CFTC Change in Control Choice of Entity Clawbacks Commercial Bankruptcy Compensation Committee Corporate Financing Derivatives Dividends Duty to Disclose Energy Sector Enforcement European Commission European Merger Control Regulation Exclusive Forum Exemptions Failure To Disclose Fee-Shifting Fees Filing Requirements Form 8-K Freeze-Out Mergers Indemnification Independent Director Inversion Investment Adviser Kenneth Cole Life Sciences New Amendments Oil & Gas Pleading Standards Preferred Shares Private Equity Firms Privately Held Corporations Proxy Access Proxy Season Purchase Agreement Regulation D Rule 144A Shareholders' Agreements Special Committees Stock Options Stock Prices Stock Purchase Agreement Stock Sale Agreements Subsidiaries Tax Liability UAE Valuation Voting Requirements Anti-Corruption Antitrust Provisions Arbitrage Assignments Auction Audits Baker Hughes Bank Holding Company Banks Beneficial Owner Breach of Contract Bribery C&DIs CDIs CEOs CFIUS Change of Control Chief Compliance Officers Closely Held Businesses Comment Period Commercial Companies Law Contract Drafting Corporate Dissolution Corporate Sales Transactions Cybersecurity Dilution Disclaimers Dole Food Early Stage Companies Earn-Outs EDGAR Equity Compensation Equity Securities Exit Strategies Fair Valuation False Statements Federal Reserve Final Rules Financing Foreign Private Issuers Form 10-K General Solicitation Glass Lewis Halliburton Hong Kong Securities and Futures Commission (HKSFC) Income Taxes Intellectual Property Protection Internal Controls Internal Revenue Code (IRC) Investment Banks Joint Venture Judicial Review Leveraged Buyout Limited Partnerships Liquidation MA Supreme Court Master Limited Partnerships Merger Controls Misrepresentation Multidistrict Litigation No-Action Letters NYSE Oil Prices Omissions Opt-Outs Partnerships Proposed Regulation Proxy Voting Guidelines REIT Reversal Reverse Triangular Mergers Sarbanes-Oxley Sellers Shareholder Demands Shareholder Proposals Small Business Special Purpose Entities Spinoffs Standstill Agreements Third Point Third-Party Verizon Vesting Whistleblowers 10b5-1 Plans Abuse of Discretion Activist Investors 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 Burden of Proof Business Corporation Act Business Court Division Business Formation C-Corporation C-Suite Executives Cadbury Celera Civil Monetary Penalty Class Representatives Commercial Real Estate Market Competition Authorities Consent Order Contract Interpretation 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 Debt Financing Delaware Limited Liability Company Act Deloitte Disclosure Settlement Divestiture Due Care EBITDA Economic Sanctions EEA Emerging Growth Companies Environmental Policies Equity Financing ERISA Escrow Accounts EU Directive Excise Tax Fair Value Standard FCPA Resource Guide FDIC Federal Register Financial Markets Foreign Entities Foreign Subsidiaries Fund Managers Funding GAAP Gain Exclusion Golden Parachutes Goldman Sachs Government Investigations Gross Negligence HKEx Incentive Stock Options Incorporation Independent Boards Independent Directors Injunctions Injunctive Relief Investor Protection Iran Threat Reduction and Syria Human Rights Act Israel Italy Joint and Several Liability Kickbacks Latin America Listing Rules Listing Standards LLC Agreements Market Manipulation Mining MOFCOM Monetary Authority of Singapore Mutual Funds New Regulations New Zealand Nokia OCC OECD Offerors Omnicare Omnicare v Laborers District Council Parent Corporation Partnership Agreements Partnership Interests Passive Activity Patents Pay Ratio PCAOB Penalties Pharmaceutical Industry Private Equity Funds Privatization Proxy Advisors Qualified Small Business Stock Quorum Reaffirmation Recapitalization Regulatory Agenda Regulatory Standards Remedies Representations and Warranties Insurance Repudiation Rescission Restrictive Covenants Reverse Mergers Reverse Takeovers Revlon Risk Assessment Risk Management Rule 506 Offerings S-Corporation Schedule 13D Scienter Section 220 Request SEFs SEHK Settlement Agreements Share Price Shelf Corporations Siemens Silicon Valley Social Media Sothebys Spain Squeeze-Out Mergers Stock Deals Stockholder Agreements Strategic Planning Successor Liability Summary Judgment Take-Private Transactions Takeover Code The Corporations Act Toronto Stock Exchange Trump Administration U.S. Treasury Unfair Dealing Unregistered Brokers Waivers Wal-Mart Walgreens 3-D Technology 3D Printing Accounting Controls Accounting Fraud Activist Hedge Funds Adequate Assurances Administrative Proceedings Advancement Affiliates Affordable Care Act Agency Deference Alibaba Allergan Inc 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 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 Beer Belgium 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 Records Business Succession Business Taxes Buy-Out Agreements Capital Exchanges Capital Formation Capital Structures Causation Cease and Desist Orders Censures Certificates of Incorporation Chapter 11 Charter Communications Chipotle Grill Civil Code Civil Investigation Demand Class Certification Class Members Closing Documents Co-Investment Rights Coal Industry Collateral Benefits Commercial Contracts Commercial Leases Commercial Real Estate Contracts Committee Meetings Commodities Commodity Pool Common Ownership 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 Negotiations Contract of Adhesion 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 CTA Data Breach De Minimis Claims Debt Collection Debt Market Debt-Equity Debtors Deductions Default Defective Corporate Acts Defense Strategies Delegation Doctrine Delisting Designated Agent Deutsche Bank Direct Suit Director Compensation Director Nominations Disgorgement 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 Dual Track Process 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 Estimated Value Disclosures Estoppel Ethics EU Market Abuse Regulation (EU MAR) EUMR European Securities and Markets Authority (ESMA) Exchange Offer Exclusivity Clauses Exemptive Relief Expedia Exxon Exxon Mobil Facebook Facilitation Payments Fairness Hearings FBI Federal Sentencing Guidelines Fee Awards Financial Conduct Authority (FCA) Financial Crisis Financial Regulatory Reform Financial Reporting Financial Services Industry Fines Fintech Charter FIRB First Impression Fiscal Cliff FLSA FOIA Food Manufacturers Foreign Banks Foreign Business Partners Foreign Direct Investment Foreign Equity Securities 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 Goodyear Google Governor Markell GPOs Greenmail Guidance Update Gun-Jumping Health Care Providers 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 Insurance Independent Audits Information Reports Inherent Authority Insider Breach Insolvency Insurance Industry Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine Internal Investigations International Tax Issues 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 Lockheed Martin M&A Brokers Macron Law Market Abuse Martin Shkreli Material Adverse Effects Material Misstatements Material Nonpublic Information Merger Clause Merrill Lynch Mexico MiFIR Mootness Fee Applications Mortgage-Backed Securities Motion To Stay MSRB Multinationals Mylan Pharmaceuticals NASAA National Security NDRC Netflix Netherlands NFA NJ Supreme Court No-Action Relief Nominations Non-Convertible Debt Securities Non-Disclosure Agreement Non-GAAP Financial Measures Non-Profits Non-Signatories Notifications NY Supreme Court 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 Podcasts Policies and Procedures Political Contributions Ponzi Scheme Post-Closing Money Damages PRC Labor Contract Laws Pre-Clearance Precision Medicine Initiative (PMI) Preclearance Prejudgment Interest Presidential Elections Pretext Price Manipulation Principal Place of Business Privacy Laws Private Funds Private Securities Litigation Reform Act of 1995 Professional Liability Prospectus Proxy Materials Proxy Put Public Benefit Corporation Public Communications Public Disclosure Public Policy Public Relations Purchase Price 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 Royalties Rule 144 Rule 504 Rulemaking Process Russia Samsung Sapin II Schedule 14D-9 Scheme of Arrangement SCOTUS SDN List Section 10(b)-5 Section 162(m) Section 262 Section 336(e) Section 363 Securities Regulation Senior Managers SFC Share Capital Share Certificates Share Classes Share Purchase Agreements Shareholder Distributions Shareholder Meetings Shell Oil Shenzhen Stock Exchange (SZSE) SIPC Small Offering Exemptions Smaller Reporting Companies SMEs Smithfield Foods Social Networks South Korea Special Purpose Acquisition Companies (SPACs) State of Incorporation State Regulators State Secrets State Taxes Statute of Limitations Statute of Repose Statutory Mergers Statutory Waiting Period Stock Connect Stock Exchange Stock Float Stock Trades Stock-for-Stock Merger Strategic Enforcement Plan Subpoenas Successors 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 Tenure Term Sheets Teva Pharmaceuticals The Market Misconduct Tribunal (MMT) Third-Party Relationships Time Restrictions Time Warner Tippees TLAC Tone At The Top Tortious Interference Trade Agreements Trade Policy Training Transactional Attorneys Transfer of Interest Transfer Taxes TripAdvisor TSX Venture Exchange UBTI UK Supreme Court Underwriting Unfair Labor Practices Unions Universal Proxy Unregistered Securities US v Newman US v Yates Vacated Venture Funding Venue Vertical Integration Vodafone Voluntary Withdrawal Voting Powers VPPA Warranties Warrants Warranty Insurance Waste Webinars Wells Notice Williams Act Withholding Tax Witness Statements Witnesses Written Agreements WTO XBRL Filing Requirements Zales
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