Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:
Lawyer: European M&A Could Rise Despite Risks
Survey: Firms With Blogs Grow Revenue Faster
Too Big To Fail in the Dodd-Frank Era
Unique Privacy Concerns for Mobile Apps
Ex-Kirkland Partner: Rainmakers Are Paid Too Much
License to travel: how regulation is benefiting business abroad
Common Employment Law Mistakes for Small, Start-Up and Growing Companies
Ted Hester on Congressional Investigations
Deloitte: Turnarounds and Democracy Don't Mix
Make Money Turning Home Brew into a Business
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Survey: Law Firms Must Change, But Don't Know How
Sullivan & Cromwell's M&A Hotline is Ringing
Andrea Weckerle on CiviliNation
Going on the Offense: Proactive Strategies to Reduce Uncertainty
Eliot Frick on Smart Social Media Strategy
Safeguards against Data Security Breaches (Part One)
Safeguards against Data Security Breaches (Part Two)
Suzanne Folsom on Corporate Compliance Issues -
Suzanne Rich Folsom and Bart M. Schwartz on Corporate Compliance in 2011
For some time now legislative bodies have been discussing the implementation of rules according to which the acquisition of “economic” (wirtschaftliche) participating interests of more than 95 % on a consolidated basis in a...more
With the 2013 Maryland General Assembly’s passage of House Bill 431, Maryland became the 16th state to enact new and revised standards and reporting requirements for insurers and their parents/affiliates that are part of an...more
On May 29, 2013, the Delaware Court of Chancery held in In re MFW Shareholders Litigation that a going-private merger with a controlling stockholder will be subject to the deferential business judgment rule, rather than the...more
In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more
Speculation is again growing about when the SEC will complete its rulemaking duties under the JOBS Act. In addition to new crowd funding rules, the agency must still approve rules to eliminate the prohibition against general...more
While everyone is waiting for the SEC, several states are taking their own turn at crafting regulations. Lawmakers have already passed legislation in Kansas and Georgia. North Carolina is the latest state to weigh in. ...more
Background-We analyzed the terms of venture financings for 118 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2013....more
Over the last five years, average tenure of a CEO (based on a survey of public and private companies) shrank from 7.3 years to 4.4 years. Focus on CEO succession is becoming more important to boards. Half the members of...more
When talking about crowdfunding, there are three main players. They are the issuers, intermediaries, and investors in any deal. In this article, I am talking about equity crowdfunding as envisioned by the JOBS Act. But aside...more
Until the SEC finalizes rules to implement the JOBS Act, private fundraising, i.e. of rounds of financing without registering securities with the SEC, is restricted to accredited investors with a net worth of $1 million or...more
The Delaware State Bar Association has recently proposed an amendment to the Delaware General Corporation Law (the “DCGL”) that would significantly modify the way acquisitions of Delaware public companies are effected by...more
Lawmakers, led by Sen. Al Franken, D-Minn., are calling on SEC Chairmen Mary Jo White, to ban what they call “unfair” arbitration agreements. They have specifically asked the SEC to use its authority under Section 921 of the...more
The Internal Revenue Service recently adopted long-awaited regulations intended to provide a new means of minimizing taxes in M&A transactions. The newly adopted regulations take effect on May 15, 2013, under Section 336(e)...more
The SEC extended the compliance deadline for certain large trader recordkeeping, reporting and monitoring requirements to November 1 of 2013. The second phase of the implementation was originally scheduled to take effect on...more
A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more
Complex products remain one of FINRA’s top compliance concerns, according to CEO Richard Ketchum. Other areas of interest cited by Ketchum included conflicts of interest and exams. ...more
Crowd funding is ubiquitous these days. Success stories abound. No wonder, according to the Crowdsourcing.org report for 2012, crowd funding levels reached $2.6 billion in 2012 and are expected to almost double in 2013. I...more
A substantial majority of acquisitions involving private targets include uncapped post-closing purchase price adjustments, or "true ups," tied to the target's balance sheet. Since a target's value typically is assessed based...more
In a recent article in the Globe and Mail, “Good Lawyers Get Up Close and Personal with Family Businesses“, Jacoline Loewen discusses how to successfully transition a family business....more
Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more
In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more
In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more
Some bargains are not as they seem. An asset-acquiring Company discovered this the hard way in Teed v. Thomas & Betts Power Solutions. In the case, at an auction, Thomas & Betts purchased the assets of a company in...more
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP, 2013 WL 911118 (Del. Ch. Feb. 22, 2013, rev. Mar. 8, 2013), the Delaware Court of Chancery held that a reverse triangular merger does not result in...more
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