What do creditors need to know about litigation in state court and bankruptcy court?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill
Can business partner disputes be defused? Can a client avoid expensive litigation?
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
What you need to know about Canada's new Anti-Spam Law (CASL)
Lamson Comments on Volcker Rule
Which types of employers are more susceptible to get sued?
The M&A Word of the Day™ from the Book of Jargon® – Global Mergers & Acquisitions Is Inversion
How to Avoid Corruption Risks in China
Dealmaker's Dish: Corporate Dealmaker Update
The 2013 Amendments to the Delaware General Corporation Law
The Building Blocks of a Technology Deal
How can business owners manage legal risks?
What is at will employment law?
Lease Negotiations – Interview with Jeff Moerdler, Member, Mintz Levin
Data Center Networks – Interview with Jeff Moerdler, Member, Mintz Levin
Structuring an MLP Finance
Why Choose the Dual Track Process?
Structuring Compensation Programs – Interview with David Lagasse, Member, Mintz Levin
Executive Compensation Packages – Interview with David Lagasse, Member, Mintz Levin
On February 20, 2014, the government of Québec tabled its 2014-2015 budget in which it stated that it may enact amendments to Québec’s Business Corporations Act (Québec Act) intended to protect Québec incorporated businesses...more
The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more
A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a...more
In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a...more
MOFCOM announces simplified merger-review program that could accelerate antitrust clearance from Chinese authorities for many transactions. MOFCOM estimates as many as 60% of notified transactions will qualify and receive...more
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...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
During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more
Latham & Watkins partner David Walker explains the M&A term best efforts, a common provision in an acquisition agreement that describes how hard a party needs to work to make good on its commitments. For additional...more
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more
A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond.
Controlling Stockholder Transactions...more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...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
Yesterday’s post concerned the Court of Appeal’s opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under...more
Chapter 13 of the California General Corporation Law establishes the rights of “dissenting shareholders” (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and short-form merger...more
Latham & Watkins partner Diana Doyle explains the M&A term inversion, an acquisition transaction in which a target corporation from one jurisdiction (e.g., US) is acquired by a corporation from another jurisdiction.
Talal El Makdessi v Cavendish Square Holdings BV dealt with restrictive covenants in the context of a share sale. The UK Court of Appeal ruling indicates that contractual deterrents should not be used without careful...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
In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more
The much-maligned 1980s tactic of “greenmail” appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using...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
Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more
A recent surge in shareholder activism was punctuated by a landmark 2013 proxy season with bigger-than-ever targets and tougher tactics that left boards scrambling. But as companies sharpen their focus on the coming year,...more
In dissenters' rights actions, shareholder oppression and member disputes as well as in breach of fiduciary duty cases, the fair value of a company becomes center stage for debate. As shareholders and companies keep an eye...more
In this Opinion, the Court of Chancery resolved a privilege dispute arising out of a merger transaction and relating to the ownership of pre-merger attorney-client communications. The Court concluded that, absent an express...more
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