Front Line Interview Episode 1. Alison Taylor: Organizations, Compliance & Corruption
FCPA Compliance and Ethics Report-Episode 189-Compliance Evangelist
The Social Engineering Cyber Exposure
Taking A Proactive Approach to Cyber Security
An FCPA Journey to the Darkside & Steps to Protect Your Organization
What is a hostile work environment?
CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Investment manager Third Point LLC and three of its affiliated funds have entered into a proposed settlement agreement with the federal antitrust authorities for violations of the Hart-Scott-Rodino Antitrust Improvements Act...more
If a takeover bidder's share price falls materially, can the bidder withdraw its bid or lower its bid price? If not, how can the bidder protect itself in a volatile market?
Under Australian rules, a bidder cannot...more
In this episode I report on the exciting news of my new consolidated website which brings together my blog posts, podcasts and introduces new social media offerings. I also discuss my new role as a Compliance Evangelist. ...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more
Recently, governmental authorities have pursued corruption investigations in Latin America with a vigor traditionally not seen. One potential result is a significant disruption of business. While there are inherent risks in...more
Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015)
- This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more
This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more
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
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
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
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
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
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
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
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
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
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
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
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
A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more
The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more
Queensland North Australia Pty ltd v Takeovers Panel  FCAFC 68 -
The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more
Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more
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