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
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
FCPA Compliance and Ethics Report-Episode 161-Gini Dietrich on how to create a MasterClass
What is the Current State of Anti-Bribery Compliance & Enforcement in Australia?
Halliburton: Good for the Plaintiffs’ Bar?
Debt Financing Trends – Joe Price, Member, Corporate & Securities Practice
Venture Capital Trends: East Meets West – Lewis Geffen, Co-chair, Venture Capital Practice
Can an employer require drug testing in the workplace?
Paths to Dispute Resolution
Performance Based Equity Compensation
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
What Revlon Doesn't Require
- Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more
On May 15, the Ninth Circuit declined to recognize a duty to correct prior representations under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, affirming the Northern District of California’s dismissal of a...more
In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more
In this episode I visit with Gini Dietrich, on how to create a MasterClass....more
A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more
In the consolidated appeal In re Cornerstone Therapeutics Inc., Stockholder Litigation and In re Zhongpin Stockholders Litigation, Nos. 564, 2014 and 706, 2014, 2015 Del. LEXIS 231 (Del. May 14, 2015), the Delaware Supreme...more
In a decision jointly resolving two appeals - In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks - the Delaware Supreme Court clarified seemingly conflicting Delaware case law. The decision sought to...more
In re Cornerstone Therapeutics Inc. S’holder Litig., No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, No. 706, 2014 (Del. May 14, 2015)
In these interlocutory appeals, the Delaware Supreme Court resolved a...more
In this memorandum opinion, the Court of Chancery denied two stockholders’ request for the inspection of books and records of a company pursuant to 8 Del. C. § 220, finding that the stockholders failed to show a credible...more
On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more
COMPANY LAW -
Some general matters relating to company law in Australia are discussed below.
REGULATORY SCHEME -
The Corporations Act principally regulates companies, their incorporation, the acquisition of...more
REGULATION OF FOREIGN INVESTMENT -
One of the first matters a foreign investor must consider when planning to invest in Australia is the impact of Australia’s foreign investment policy.
There has been much discussion about the high valuations of venture backed companies, and especially the “unicorns”, companies with a valuation of a billion dollars or higher. However, as the investors in these companies...more
On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more
This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more
In This Issue:
- The US M&A Market
- Friendly or Hostile? Deciding on the Approach to a Target
- The Basics: Transaction Structures
A. One-Step: Statutory Merger
The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime.
1. New UAE Commercial Companies Law
UAE Federal Law No. (2) of 2015 Concerning Commercial...more
Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more
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