Securities Mergers & Acquisitions Business Torts

Fiduciary Duty Mergers Board of Directors Shareholder Litigation Breach of Duty Shareholders Controlling Stockholders Business Judgment Rule Derivative Suit Class Action Acquisitions Corporate Counsel SEC Aiding and Abetting Insider Trading Standard of Review Corporate Governance Delaware General Corporation Law Motion to Dismiss DE Supreme Court Directors Minority Shareholders Settlement Corporate Officers Pleadings Appeals Enforcement Actions Entire Fairness Standard Financial Adviser Fraud Merger Agreements Disclosure-Based Settlements Publicly-Traded Companies Securities Litigation Shareholder Rights Stocks Conflicts of Interest Dismissals Duty of Loyalty Going-Private Transactions Popular Proxy Statements Securities Fraud Tender Offers Bylaws Common Stock Pleading Standards Preferred Shares Professional Liability Revlon Standard Shareholder Votes Standing Appraisal Rights Disclosure Requirements Dodd-Frank Securities Exchange Act Bad Faith Books & Records Fairness Standard Forum Selection Scienter Self-Dealing Statute of Limitations Appraisal Disclosure Due Diligence Duty to Disclose Exculpatory Clauses Executive Compensation Leveraged Buyout MFW Mootness Shareholder Activism Trulia Acquisition Agreements Breach of Contract Buyouts Corporate Sales Transactions Covenant of Good Faith and Fair Dealing D&O Insurance Damages Demand Futility Illegal Tipping Injunctions Investors Misrepresentation Personal Liability Private Equity Statute of Repose Stock Purchase Agreement Stock-for-Stock Merger Summary Judgment Supplemental Disclosures Whistleblowers Attorney's Fees Auditors Beneficial Owner Canada China Class Certification Cybersecurity Dell Dilution Disclosure Settlement DOJ Dole Food Enforcement ERISA Failure To Disclose False Statements Federal Rule 12(b)(6) Fee-Shifting Foreign Corporations Fraudulent Inducement FTC Hart-Scott-Rodino Act Hedge Funds Independent Directors Multidistrict Litigation Omissions Pharmaceutical Industry Preliminary Injunctions Remedies Representations and Warranties Reversal Reverse Mergers Revlon SCOTUS Special Committees Target Company UK Venture Capital Verizon Young Lawyers Abuse of Discretion Apple Attorney-Client Privilege Audits Bank of America Broker-Dealer Bundling Rules Burden of Proof Buyers C-Suite Executives Causation Celera Civil Monetary Penalty Class Representatives Compliance Confidential Information Contract Drafting Contract Interpretation COOs Derivative Complaint Derivatives Due Care Duty of Care Earn-Outs EU Fair Market Value Financial Statements FINRA Freeze-Out Mergers Good Faith Indemnification Independent Boards Independent Director Insolvency Insurance Industry Interlocutory Appeals Joint and Several Liability Limited Partnerships Loss Causation Master Limited Partnerships Material Disclosures Material Misstatements Oil & Gas Omnicare Opt-Outs Parent Corporation Personal Benefit Personal Jurisdiction Plainly Material Standard Ponzi Scheme Pre-Merger Filing Requirements RMBS Sale of Assets Sarbanes-Oxley Say-on-Pay Securities Sellers Shareholder Approval Shareholder Demands Sothebys Standstill Agreements Stock Prices Subsidiaries Take-Private Transactions The Clayton Act Third Point Unfair Dealing Walgreens 10b5-1 Plans AbbVie Accounting Administrative Proceedings Agency Deference Alberta Securities Commission Allergan Inc Amended Complaints Annual Reports Anti-Reliance Clauses Antitrust Litigation Antitrust Provisions Arbitrage Articles of Incorporation Asset Management Asset Valuations Assignments AT&T Attorney Malpractice Auction Bank of New York (BNY) Mellon Beats Electronics Best Interest Standard Bitcoin Business Corporation Act Buy-Out Agreements Capital Contributions Cash Transactions Cease and Desist Cease and Desist Orders CEOs Certifications CFTC Chadbourne & Parke LLP v Troice Change of Ownership CIGNA Cisco Civil Conspiracy Closely Held Businesses Closing Documents Commercial Bankruptcy Commercial Leases Committee Meetings Companies Law Competitive Bidding Conflicts Committee Consideration Conspiracies Constitutional Challenges Contract Terms Corporate Dissolution Corporate Liability Corporate Management Corporate Records Counterclaims Countrywide Creditors Criminal Prosecution Cyber Incident Reporting Data Breach Data Mining Data Retention Debt Collection Debtors Detrimental Reliance Direct Suit Dismissal With Prejudice Disparate Impact Dissenters Rights Document Requests Dollar Tree Don't Ask - Don't Waive Drop-Down Transactions Duke Energy eBay Energy Sector Engagement Letters Equitable Tolling Estoppel Exclusive Forum Exhaustion Doctrine Facebook Failure To State A Claim Fair Price Fair Value Standard FBI Federal Reserve Fee Awards FFIEC FHFA Fidcuciary Liability Filing Fees Financial Regulatory Reform Financial Reporting Financial Sector Financing FinCEN Food Manufacturers 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 Hewlett-Packard HKEx Honest Belief Defense Hong Kong Hong Kong Securities and Futures Commission (HKSFC) Hostile Takeover Incentive Compensation Incentive Stock Options Incentives Initial Public Offerings Insider Breach Inspection Rights Integration Clauses Interlocking Directorate Internal Controls Investigations Investment Banks Investment Portfolios Irrebuttable Presumptions Judicial Appointments Judicial Review Jurisdiction Kickbacks Landlords Lehman Brothers Libor Life Sciences Limited Liability Company (LLC) Listing Standards MA Supreme Court Market Abuse Market Manipulation Mary Jo White Material Misrepresentation Member State Merrill Lynch Misclassification Misleading Impressions Mootness Fee Applications Morgan Stanley Mortgage-Backed Securities Motion To Stay Negligent Misrepresentation Negotiations NFA No-Action Letters Novell NYSE OCC Omnicare v Laborers District Council Ontario Securities Commission (OSC) Organic Partnership Agreements Patents Pension Funds Plan of Arrangement Poison Pill Post-Closing Money Damages Principal Place of Business Privately Held Corporations Proxies Proxy Materials Proxy Put Proxy Solicitations PSLRA Purchase Agreement Purchase Price Rating Agencies Reaffirmation Record Preservation Referendums Registration Statement Regulation D Release Agreements Reporting Requirements Repudiation Rescission Restricted Stocks Restrictive Covenants Reverse Stock Splits Reverse Triangular Mergers Right of FIrst Refusal Rule 10b-5 Russia Sales Schedule 13D Schedule 14D-9 SEC v Payton Section 10(b) Securities Act of 1933 Severance Pay Shared Responsibility Rule Shareholders' Agreements Short-Form Mergers SIPC Size of Persons Test Size of Transaction Test SLUSA Smithfield Foods Sovereign Debt Specific Performance Squeeze-Out Mergers Standard Contractual Clauses Startups State of Incorporation Stock Deals Stock Options Strike Suits Swap Dealers Swaps Takeover Bids Takeovers Technology Telecommunications Tenants Threshold Requirements Tippees Too Big to Fail Tortious Interference Transfer of Assets Transfers Trials UK Brexit UK Supreme Court Unfair Labor Practices Unjust Enrichment Vacated Value Maximization Venue Virtual Currency Vodafone Voting Securities Wal-Mart Warrants Waste Whistleblower Protection Policies White Collar Crimes Williamson Act Wire Fraud Witnesses Zillow