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
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
Concern over higher valuations? Apparently not, as $59 billion invested in 2014 breaks the post-crisis record. LPs also set a post-crisis record with $32 billion in commitments to U.S.-based VC funds. PitchBook Data, Inc.,...more
On January 21, the Federal Trade Commission published new notification and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The revised thresholds will apply to all mergers and...more
The Federal Trade Commission (FTC) announced on January 15, 2015 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more
The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015:
1. Affirmative Disclosure Requirement to Report Up the Chain of Command;
As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...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
The Centers for Medicare & Medicaid Services (CMS) released proposed regulations to clarify and build on current regulatory requirements for Accountable Care Organizations (ACOs) that participate in the Medicare Shared...more
On November 24, 2014 the Small Business Administration (“SBA”) Office of Hearings and Appeals (“OHA”) found that a mentor-protégé joint venture agreement between Kisan Engineering Company P.C. (“Kisan”), a small 8(a)...more
Over the past decade or so, the conversion of nonprofit hospitals to for-profit status seemed to be an inexorable trend. But in the last couple of weeks the movement has run into speed bumps on both coasts....more
A new Connecticut law, Public Act Number 14-168, entitled “An Act Concerning Notice of Acquisition, Joint Ventures, Affiliations of Group Medical Practices and Hospital Admissions, Medical Foundations and Certificates of...more
In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more
On October 22, 2014 House Bill 2234 became effective, establishing Pennsylvania’s “Entity Transactions Law”, a version of the Model Entity Transactions Act (META) which will streamline and make more uniform the way in which...more
Nov. 5, 2014 (Mimesis Law) -- Kent Zimmermann, consultant at the Zeughauser Group, talks with Lee Pacchia about how current market forces are creating substantial differences in compensation between equity and non-equity...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
The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified.
At least five MLP M&A transactions have been...more
In This Book:
- Choice Of A Business Entity
- Introduction To Federal Securities Laws
- From Let’s Go Shopping To Closing: M&A Process In The United States
- Employment Considerations
Hospitals acquiring physician practices need to balance competing considerations when determining how to fit them in the larger organization. Financial considerations weigh heavily, but so do considerations about finding some...more
“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more
A recent National Labor Relations Board decision could significantly increase the damages that employees can recover against an employer that acquires a business but refuses to hire the employees of the predecessor. The...more
MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders.
In the first half of 2014, master limited partnership (MLP) mergers and...more
What is an inversion?
An inversion is a transaction that results in an existing U.S. company becoming a foreign company or becoming a subsidiary of a foreign parent. Historically, inversions involved U.S. companies...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
On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an "as-applied" basis at the motion to...more
In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more
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