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Business Organization Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Immigration Compliance Due Diligence is Essential to M&A Transactions

Okay, you are about to close on the $50,000,000 acquisition agreement that was signed months ago. A New Jersey company is acquiring a New Jersey company. No international offices. Due diligence has commenced and concluded....more

A gas station hold-up: the Competition Bureau completes its review of Couche-Tard and Parkland transactions

by Dentons on

In its latest move in the closely-monitored retail gasoline sector, the Competition Bureau (Bureau) has entered into a pair of consent agreements with Alimentation Couche-Tard (Couche-Tard) and Parkland Fuel Corporation...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

THE LATEST: Federal Judge Blocks Merger of Nuclear Waste Disposal Companies Rejecting “Failing Firm” Defense

by McDermott Will & Emery on

On June 21, 2017, US District Judge Sue L. Robinson blocked EnergySolutions, Inc.’s proposed acquisition of Waste Control Specialists LLC (WCS), applying a strict standard for the “failing firm” defense to a merger challenge....more

Amended German Investment Controls: Increased Scrutiny and Delays for German Target M&A Deals with Non-EU Buyers

by Dorsey & Whitney LLP on

In line with an apparent trend towards tighter trade and investment controls in various countries, the German government last week adopted stricter rules on investments in German companies by non-EU parties (an EFTA-based...more

Selling to China: Four Key Questions All Private Equity Deal Teams Should Ask on an Exit

by Latham & Watkins LLP on

Chinese acquirers are playing an increasingly important role as buyers of private equity sponsored companies — nearly 200 portfolio companies were sold to Chinese entities in 2016. However, in our view, measures taken by the...more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...more

EU & Competition Law Update – July 2017

by Bryan Cave on

On 14 June 2017, the EU Commission announced that it was opening an investigation into Sanrio, owner of the Hello Kitty brand. Sanrio have been accused by the Commission of an infringement of Article 101 TFEU, the prohibition...more

Rhode Island Court Gives Assignability of Employee Non-Competes a Haircut

Last month, a Rhode Island trial court held that a hairdresser’s noncompetition agreement with the salon for which she had been working, which sold its assets to a successor salon, was not transferable to the successor...more

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

China to amend the merger control regime

by Dentons on

We thought you would be interested in learning about some recent developments in China's merger control rules. China launched its merger control regime in 2008 and based it on the European Union model. Those merger control...more

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

by McCarter & English, LLP on

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Possible Wider UK Powers to Block Foreign Acquisitions

by Bryan Cave on

Recent developments show the UK Government’s desire to expand their powers to block foreign takeovers. We explore the nature and scope of the proposed legislation and assess its likely consequences....more

Locked box: Price protection, not price adjustment

by DLA Piper on

DLA Piper recently launched its 2017 Global M&A Intelligence Report in New Zealand. The report analyses data from over 1,000 deals (over the last three years) including from New Zealand and Australia, and provides unique...more

Tokyo Global Transactions Newsletter - June 2017

by King & Spalding on

M&A - the Auction Process - Advantages and Disadvantages and the Key Steps - Introduction - Mergers and acquisitions represent a key growth strategy for many corporations. The M&A landscape is becoming increasingly...more

California Supreme Court Affirms Novel M&A Tax

by Allen Matkins on

Suppose Mr. Henry owns all of the outstanding shares of a Virginia corporation that owns all of the issued and outstanding shares of a Massachusetts corporation that owns, among other things, real property in Los Angeles,...more

Chancery Holds That Deal Price Is Fair Value in Massive Appraisal Fight

by Morris James LLP on

In In re Appraisal of PetSmart, one of Delaware's largest appraisal litigations in history, the Delaware Court of Chancery held that the deal price in PetSmart Inc.'s going-private transaction was the best evidence of fair...more

Delaware Supreme Court Affirms Dismissal Of Disclosure Claim Based On Subsequent Employment Of Special Committee Chair By Legal...

by Shearman & Sterling LLP on

On June 15, 2017, the Supreme Court of Delaware affirmed dismissal of a putative stockholder class action alleging breach of fiduciary duty by the directors of Blount International, Inc. (“Blount”) and aiding and abetting...more

Bracing for Takata Bankruptcy

The Wall Street Journal, June 16, 2017 edition, reports that Takata Corporation is preparing a bankruptcy filing, as soon as next week, in both Japan and the United States. A key reason for the United States’ Chapter 11...more

Tips for Negotiating a Third-Party Subpoena in a Merger Investigation

Humana recently lost its effort to limit third-party discovery requests served by the Federal Trade Commission (FTC) in its ongoing Walgreens/Rite Aid investigation. Typically, negotiations over the scope of third-party...more

Innovation drives dealmaking: Outlook for M&A in Israel - Investors continue to flock to Israel, as innovation and technological...

by White & Case LLP on

Dubbed the "startup nation," Israel is an epicenter of innovation. It boasts more venture capital firms and startups on a per capita basis than any other country in the world. In tech terms, it is second only to Silicon...more

Cannabis companies: Think twice about ‘Alternative Public Offerings’

by Thompson Coburn LLP on

As many cannabis industry watchers know, one of the primary challenges still facing cannabis businesses is access to capital, as we have discussed previously on Tracking Cannabis. Heavy regulation in the industry and...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms 5-Year...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

Anti-Corruption Diligence in the M&A Context

A successful merger or acquisition requires careful consideration of many components and diligence in a number of specialties. Corruption issues, generally, and the global reach of the Foreign Corrupt Practices Act and the...more

Structural Coercion Negated Cleansing Effect Under 'Corwin'

by Morris James LLP on

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an...more

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