Securities Mergers & Acquisitions Business Organization

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 Going-Private Transactions Size of Persons Test DOJ Publicly-Traded Companies Shareholder Rights Size of Transaction Test Class Action Minority Shareholders Shareholder Votes Merger Agreements Aiding and Abetting Appraisal Canada Private Equity Disclosure-Based Settlements DE Supreme Court Derivative Suit Standard of Review Target Company Directors Shareholder Activism Acquisition Agreements Investors Stocks Tender Offers Dodd-Frank EU Pre-Merger Filing Requirements Proxy Statements Appraisal Rights Compliance Enforcement Actions Takeover Bids Entire Fairness Standard IRS Securities Exchange Act Settlement Shareholder Approval The Clayton Act Trulia Appeals Corporate Officers Disclosure Requirements Due Diligence Filing Fees Insider Trading UK Conflicts of Interest FCPA Hostile Takeover Initial Public Offerings Premerger Notifications Revlon Standard Venture Capital Common Stock Dismissals FINRA Forum Selection Motion to Dismiss Proposed Amendments Startups Young Lawyers Bad Faith Books & Records Broker-Dealer Corporate Taxes Duty of Loyalty JOBS Act Supplemental Disclosures Attorney's Fees Australia Bylaws Fairness Standard Financial Adviser Investment Funds IPO Limited Liability Company (LLC) Reporting Requirements Sale of Assets Say-on-Pay Zillow Buyouts Capital Markets Capital Raising Executive Compensation France Fraud Interlocking Directorate Nasdaq New Legislation Pleadings Representations and Warranties Safe Harbors Standing Takeover Agreement Technology Sector Business Valuations Canadian Securities Administration Dell Dissenters Rights Entrepreneurs Exculpatory Clauses Financial Statements Germany Institutional Investors Leveraged Buyout Liquidity Notice Requirements Private Placements Securities Litigation Short-Form Mergers Voting Rights Accredited Investors Audits Bids Capital Gains China Complex Corporate Transactions Confidential Information Conflict Mineral Rules Corporations Code Crowdfunding Derivatives Duty of Care Foreign Investment Investment Adviser Investment-Only Exemption ISS MFW Pleading Standards Poison Pill Preferred Shares Preliminary Injunctions Privately Held Corporations Proxy Contests Securities Securities Act of 1933 Securities Fraud 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) Foreign Corporations Freeze-Out Mergers Hedge Funds Hong Kong Inversion Jurisdiction Kenneth Cole Life Sciences Misrepresentation New Amendments New Guidance No-Action Letters NYSE Private Equity Firms Proxy Season Public Offerings Self-Dealing Selling a Business Singapore Standstill Agreements Summary Judgment Tax Liability UAE UK Brexit Voting Requirements Arbitrage Assignments Baker Hughes Bank Holding Company Banks Breach of Contract Buyers CDIs CEOs 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 Exclusive Forum Exit Strategies False Statements Fee-Shifting Fees Financing Form 10-K Form 8-K General Solicitation Golden Parachutes Halliburton Income Taxes Independent Director Investment Banks Judicial Review Liquidation Mootness Multidistrict Litigation Oil & Gas Oil Prices Omissions Opt-Outs Partnerships Private Equity Funds Proposed Regulation Proxy Voting Guidelines Regulation D REIT Remedies Reverse Triangular Mergers Rule 144A Sarbanes-Oxley Shareholder Demands Shareholder Proposals Shareholders' Agreements Small Business Special Committees Special Purpose Entities Spinoffs Stock Options Stock Prices Stock Sale Agreements Takeovers Third Point Unregistered Brokers Valuation Whistleblowers 10b5-1 Plans Abuse of Discretion 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 Bribery British Columbia Securities Commission Brokers Burden of Proof Business Corporation Act Business Court Division Business Formation Business Succession C&DIs C-Corporation C-Suite Executives Celera 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 Credit Default Swaps Cross-Border D&O Insurance 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 Equity Securities ERISA Escrow Accounts Excise Tax Fair Valuation FCPA Resource Guide FDIC Federal Register Federal Reserve Filing Requirements Final Rules Financial Markets Foreign Private Issuers Foreign Subsidiaries Fund Managers Funding GAAP Gain Exclusion Glass Lewis Government Investigations Gross Negligence HKEx Hong Kong Securities and Futures Commission (HKSFC) Incentive Stock Options Incorporation Indemnification Independent Boards Injunctions Injunctive Relief Interlocutory Appeals Internal Controls Internal Revenue Code (IRC) Investor Protection Iran Threat Reduction and Syria Human Rights Act Italy Joint and Several Liability Joint Venture Kickbacks Latin America Limited Partnerships Listing Standards M&A Brokers Market Manipulation Material Misstatements Monetary Authority of Singapore Mutual Funds New Regulations Nokia Offerors Omnicare Passive Activity Patents Pay Ratio PCAOB Pharmaceutical Industry Post-Closing Money Damages Privatization Proxy Access Proxy Advisors Purchase Agreement Qualified Small Business Stock Quorum Recapitalization Regulatory Standards Representations and Warranties Insurance Revlon Rule 506 Offerings S-Corporation Schedule 13D Scienter SEFs SEHK Settlement Agreements Settlements Share Price Shelf Corporations Siemens Silicon Valley Social Media Stock Deals Stock Purchase Agreement Stock-for-Stock Merger Stockholder Agreements Strategic Planning Subsidiaries Successor Liability Take-Private Transactions Takeover Code The Corporations Act Third-Party U.S. Treasury Unfair Dealing Vesting Waivers Walgreens 3-D Technology 3D Printing AbbVie Accounting Controls Activist Hedge Funds Activist Investors 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-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 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 Ownership Business Records Business Taxes Buy-Out Agreements Capital Exchanges Capital Formation Capital Structures Cash Transactions Causation Certificates of Incorporation CFOs Chapter 11 Charter Communications Civil Investigation Demand Class Members Closing Documents Co-Investment Rights Collateral Benefits Commercial Contracts Commercial Leases Commodity Pool Common Ownership Companies Act Companies Law Compensation & Benefits Compensation Consultant Competition Competition Act Confidentiality Agreements Consent Decrees Consideration Consultants Consultation Continuing Education Continuing Legal Education Continuity of Enterprises Continuous Holder Requirement Contract Interpretation Contract Negotiations Contract Terms Controlled Transactions Conversion Convertible Debt Copyright Corp Fin Corporate Bonds Corporate Culture Corporate Dissolution Corporate Executives Corporate Issuers Corporate Liability Corporate Records Corporate Restructuring Countrywide Covenant of Good Faith and Fair Dealing Cox Communications CPOs Criminal Prosecution CTA Cybersecurity Data Retention De Minimis Claims Debt Collection Debt Financing Debt Market Debtors Deductions Default Defective Corporate Acts Defense Strategies Deferred Stock Incentive Plans Delaware Limited Liability Company Act Delisting Deloitte Designated Agent Dilution Director Compensation Disgorgement Dismissal With Prejudice Disparate Impact Dispute Resolution DOL Dolly Varden Silver Donald Trump Double Taxation Driverless Cars Drug Pricing Dual Track Process Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Emerging Technology Companies Employer Liability Issues Employment Contract Energy Market Energy Policy Ernst & Young Estate Planning 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 Fair Value Standard Fairness Hearings Family Businesses FBI Fee Awards Fidcuciary Liability Financial Crisis Financial Regulatory Reform Financial Reporting Financial Services Industry FIRB Fiscal Cliff FLSA FOIA Food Manufacturers Foreign Banks Foreign Entities Foreign Equity Securities Foreign Exchanges Foreign Official Foreign Trade Regulations Former Stockholders Forum Shopping FRB Full Faith and Credit Fundraisers GDP General Electric General Motors German Supreme Court Gilead Sciences Global Dealmaking Golden Leash Arrangements Goldman Sachs Good Faith Goodyear Google Governor Markell GPOs Greenmail Guidance Update Health Care Providers Hedging Heinz Hewlett-Packard Honest Belief Defense Horizontal Mergers Hyundai Immigration Procedures Incentives Incubators Indemnification Clauses Independent Directors Information Reports Insider Breach Insolvency Inspection Rights Intellectual Property Protection Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine International Tax Issues Investigations Investment Advisers Act of 1940 Investment Companies Investment Company Act of 1940 Investment Contract Investment Management Investor Advisory Committee IP License Iran Sanctions Irrebuttable Presumptions Israel Issuer Eligibility Criteria Job Creation Judicial Appointments Judicial Proceedings Justice Department Kickstarter Labor Code Landlords Leadership Legal Entities Legislative Agendas Lehman Brothers Lenders Leveraged Lending Leveraged Loans Licenses Listing Rules Lockheed Martin Macron Law Market Abuse Martin Shkreli Master Limited Partnerships Material Adverse Effects Material Nonpublic Information Materiality Merger Clause Merger Controls Merrill Lynch Mexico MiFIR Mining MOFCOM Mootness Fee Applications Mortgage-Backed Securities Motion To Stay MSRB Mylan Pharmaceuticals NASAA National Security NDRC Netflix Netherlands New Zealand NFA 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 Partnership Agreements Partnership Interests 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 Reaffirmation Real Estate Transfers Rebuttable Presumptions Reciprocity Rules Record Preservation Refiling Registered Investment Companies (RICs) Registration Registration Requirement Regulation A Regulation FD Regulatory Agenda Regulatory Oversight Related Parties Release Agreements Release of Liability Renewable Energy Reorganizations Repudiation Rescission Research and Development Resource Extraction Restricted Stocks Restrictive Covenants Restructuring Reverse Mergers Reverse Stock Splits Reverse Takeovers 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 SIPC Small Offering Exemptions Smaller Reporting Companies SMEs Smithfield Foods Social Networks Sothebys South Korea Spain Special Purpose Acquisition Companies (SPACs) State of Incorporation State Regulators State Secrets State Taxes Statute of Limitations Statutory Mergers Statutory Waiting Period Stock Exchange Stock Float Stock Trades Strategic Enforcement Plan Subpoenas Succession Planning 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 Time Restrictions Time Warner Tippees TLAC Tone At The Top Toronto Stock Exchange Trade Agreements Transactional Attorneys Transfer of Interest Transfer Taxes TripAdvisor 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 Waste Webinars Wells Notice Williams Act Withholding Tax Witnesses Written Agreements WTO XBRL Filing Requirements Zales