CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Are there drawbacks to positive thinking in legal transactions?
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
WORD OF THE DAY® for Hedge Funds – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
WORD OF THE DAY® for Hedge Funds – Derivative
Legal Considerations for Web-Based Start-Ups
The Committee on Foreign Investment in the United States (CFIUS) was established decades ago to identify and recommend responses to threats to US national security posed by acquisitions by non-US entities of controlling...more
On 6 March 2015, the ASX published its Consultation Paper in relation to its proposed changes to Guidance Note 8 relating to continuous disclosure. ASX intends to make changes to its guidance relating to analyst and investor...more
The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more
The SEC continued Operation Shell-Expel this week, suspending trading in the shares of 128 OTC issuers bringing its total for the program to about 8% of the shares traded in that market. The Commission also announced another...more
In recent years, the Committee on Foreign Investment in the United States (CFIUS) has acted to thwart or constrain various foreign investments in U.S. businesses. However, other similar investments have been permitted to...more
Jan. 9, 2015 (Mimesis Law) -- Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley...more
Nov. 3, 2014 -- Allen Appel, Professor at New York Law School and Director of the International Tax Program, talks with Lee Pacchia about corporate inversions....more
In this issue:
- SEC Releases Strategic Plan for 2014–2018
- House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”
- FINRA Board Approves Several Rulemaking Items...more
As corporate counsel, you are well aware that the practice of creating, expanding, or reorganizing corporate entities and their subsidiaries is fraught with legal peril, both for your client and its officers and directors....more
With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more
Latham & Watkins co-hosted a senior level industry summit with ASIFMA in Hong Kong entitled "Maximizing Outcomes in Upcoming Restructurings." Latham & Watkins' partner David Heller shares insights from the summit....more
May 19, 2014 (Mimesis Law) -- Frank Aquila, partner at Sullivan & Cromwell, tells Lee Pacchia that the recent uptick in deal activity has all the indications of an "M&A boom" in 2014. While the recent wave of transactions is...more
In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more
In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more
Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more
Latham & Watkins partner Brad Faris explains the M&A term poison pill, an action taken by a company to make its equity less attractive to potential acquirers in order to prevent being acquired in a hostile takeover. For...more
Last year’s surge in MLP activity likely will continue as investors grow increasingly familiar with the structure and its benefits.
2013 was a year of unprecedented growth in the number of publicly traded MLPs, as well...more
When activist investors strike, there’s often a sequel, even if a company has worked to address their concerns.
Boards and managements are often tempted to consider a matter closed, once they have engaged with an...more
James D. Rosener, Pepper partner and head of the firm's International Practice Group and managing partner of the New York office, was recently featured at The Deal Economy 2014 conference in New York and participated in their...more
As widely reported, the aggregate dollar volume of venture financings held fairly steady from Q2 2013 to Q3 2013 (see, e.g., Venture Capital Valuation and Trends from PitchBook, Q4 2013). An analysis of transactions in which...more
Chicago-based partner Cathy Birkeland explains why companies might choose the dual track Mergers and Acquisition (private confidential auction process) and Initial Public Offering process over single track.
Last June, Congressman Bill Huizenga introduced H.R. 2274 which would amend the Securities Exchange Act of 1934 to provide for a notice-filing registration procedure for brokers performing services in connection with the...more
These publications will cover the key decisions from the Takeovers Panel and break them down to highlight the key implications and learning points relevant to you.
The Briefing Notes will all feature practical takeaway...more
- Regulatory Updates:
CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more
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