Business Organization Mergers & Acquisitions

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Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

[Event] 2nd Annual West Coast Ambulatory Surgery Center Seminar - October 6, Los Angeles, CA (Early Bird Registration ends Aug....

Please join us for Nossaman LLP's 2nd Annual West Coast Ambulatory Surgery Center Seminar and learn from seasoned industry experts the key strategies for successfully navigating healthcare's rocky shores relating to ASCs,...more

Private IPOs and Unicorns May Trigger More H-S-R Act Filings

The talk of the financial press and venture community during the first half of 2015 has been of private IPOs and unicorns. And for good reason. According to CB Insights, there are more than 588 investor-backed tech companies...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015

News from the Courts - Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures - Post-closing purchase price and working capital adjustments are common in...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Could Your Employees Be Eligible for FMLA Leave on Their First Day of Work? The Answer Could Be Yes

It would be easy for employers to assume that they need not worry about an employee’s eligibility for Family and Medical Leave Act (“FMLA”) leave until at least one year has passed since the employee began working for the...more

SIC Proposes Revisions to the Singapore Code on Take-Overs and Mergers

The MAS Consultation Paper is proposing to update parts of the Singapore Code on Take-Overs and Mergers in view of market innovations and evolving international practices. On 6 July, the Securities Industry Council...more

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more

FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments [Video]

In this episode I visit with Ben Locwin, about his thought leadership around risk assessments. Ben has written extensively on the quantitative nature of risk assessments and various type of risk assessments. ...more

New Pennsylvania Law to Simplify Entity Transactions

Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct,...more

Chancery Court Upholds Indicted Ex-Director's Advancement Rights

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Court Of Chancery Rejects Management Projections In An Appraisal

Thus, it turns out differently from the recent decision in the Owen v. Cannon litigation because, as the Court explained, the facts are different, particularly when as here the merger price had all indications of being fairly...more

New UAE Commercial Companies Law: Overview

Federal Law No. 2 of 2015 (the New Commercial Companies Law, (NCCL)) was issued and contained in Federal Gazette No. 577 with the publication date of 31 March 2015. As such the new law comes into effect three months from the...more

FTC Scores Decisive Win in Challenge to Food Distribution

On Tuesday, a federal judge issued an injunction blocking the Sysco – US Foods (“USF”) merger pending further administrative review by the FTC. The move, which ended Sysco’s acquisition plans, represents a decisive victory...more

Guide to Doing Business in New Zealand: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in New Zealand are discussed below. REGULATORY SCHEME - The Companies Act principally regulates companies. The Companies Act, together...more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more

"Despite Decline in IPO Activity, US Capital Markets Remain Strong in 2015"

Although the number of U.S. IPOs in 2015 is down compared to this time last year, the U.S. equity and debt markets continue to remain strong. The number of follow-on equity offerings is up 41 percent from last year, with a...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

PCAOB Launches Audit Committee “Dialogue”

As part of its audit committee outreach efforts, the Public Company Accounting Oversight Board has established a webpage called "Audit Committee Dialogue" focusing on recurrent areas of concern identified by the PCAOB over...more

Preparing a Company to Deal With Activist Investors [Video]

It does not matter whether a company is approached by a single activist investor or a group of activist hedge funds, a company and its board should have a strategy prepared. In this video, Foley Partner Deepak Nanda discusses...more

Gerritsen v. Warner Bros. Entertainment Inc. - USDC, C.D. California, June 12, 201

District court dismisses breach of contract and breach of guaranty claims in first amended complaint against Warner Bros. based on Oscar-winning motion picture "Gravity," holding that plaintiff Terry Gerritsen, author of...more

Amendments to the Antimonopoly Regulation in Kazakhstan

On 5 May 2015 the President signed the Law of the Republic of Kazakhstan “On Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Natural Monopolies and Regulated Markets” No....more

BE-10 Filings For Foreign Subsidiaries: the Countdown is On

The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more

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