Business Organization Mergers & Acquisitions

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New FINRA Capital Acquisition Broker Rule Set May Be of Interest to Private Fund Sponsors

The SEC recently approved a set of FINRA rules for Capital Acquisition Brokers (“CABs”), described as corporate financing firms that generally limit their businesses to advising companies on mergers and acquisitions, advising...more

FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more

Takeover Code: changes to communicating and distributing information

There have been recent changes to the Takeover Code. The purpose of these is to ensure that the Code's rules on communicating and distributing information and opinions during a takeover offer adequately reflect recent...more

Dismissed Dell Appraisal Claimants Settle With Company

Appraisal litigation has been a topic at the forefront of the minds of many legal practitioners over the past few years. Recently, amendments to Section 262 of Delaware's General Corporation Law went into effect that were...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers: Volume X – Accounting...

Volume X – Accounting for the Cost of Business Combinations Under Government Contracts - Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for...more

The Brexit from a Corporate / M&A perspective - Domicile Theory – Establishment Theory – Freedom of Establishment

Up until now - Foreign EU-companies from countries that follow establishment theories are recognized in Germany pursuant to freedom of establishment regulations (See AEUV Art. 49, AEUV 54). This provides a...more

Court Of Chancery Explains Fee Award In Appraisal Case

Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more


Following the UK Brexit referendum businesses will now find themselves assessing their future. Below is a checklist designed to raise some important questions that should be considered in order to assess potential risks and...more

Blog: Federal Antitrust Authorities Step Up Merger Enforcement – Recent Victories Buoy Enforcers

Obama Administration antitrust enforcers have faced criticism over the last year for not being sufficiently aggressive, allegedly leading to concentrated industries to the detriment of consumers. The Department of Justice and...more

Alberta’s Workers’ Compensation Appeals Commission frees purchaser of the poor WCB record of the company it acquired

In this case, a public company (Newco) had purchased the assets and undertaking of a business (Oldco) as part of a larger national transaction.  Newco then carried on the business under a new name and a new corporate...more

Ohio Purchasers May Unwittingly Assume Seller’s Workers’ Compensation History

An issue of great importance that many corporate attorneys neglect to properly address in finalizing an acquisition, asset purchase or merger is the seller’s workers’ compensation history. If the buyer is going to remain in...more

Change in LBO Valuation for HSR Purposes

The Federal Trade Commission (FTC) recently reversed its position on how to calculate the size-of-transaction for HSR purposes in connection with leveraged buyouts (LBOs). This change in position may result in more reportable...more

Canada’s Competition Commissioner Provides Guidance on Innovation, Efficiencies and Competitor Collaborations

The Commissioner of Competition (Commissioner) addressed innovation, enforcement and policy initiatives at the Competition Bureau (Bureau) in his keynote speech, “Strengthening Competition: Innovation, Collaboration and...more

Court Of Chancery Details Application of M&F Worldwide Criteria

A merger approved in accordance with the criteria set out in the M&F Worldwide decision is subject to the business judgment standard of review, and vulnerable to attack only if its terms are so extreme as to constitute waste....more

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

In a recent Court of Queen’s Bench of Alberta case, Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act...more

Cross-Border Private M&A in Canada: 10 Tips for Foreign Acquirers

Canadian private M&A slowed somewhat in 2015 and early 2016, owing to the depressed market for commodities, but deal flow is roaring back in the latter half of 2016. While Canadian M&A takes many cues from the United States...more

UAE Merger Control Update: Behold the Threshold(s)

Merger control regime now effective, as per UAE Cabinet resolution setting filing thresholds. The Federal Cabinet of the United Arab Emirates has recently issued Cabinet Resolution No. 13 of 2016 (the Cabinet...more

Avoiding Legal Pitfalls and Cultural Considerations When Conducting International Business in Asia

The Foreign Corrupt Practices Act - Detailed technical definitions and explanations of what constitutes corrupt practices are available. A simple explanation is that furnishing a foreign government official with...more

News of Ukrainian Antitrust Regulation

On 20 September 2016, the Head of the Antimonopoly Committee of Ukraine (AMC), Yuriy Terentyev, announced a six months extension (until 15 March 2017) for the so-called "amnesty" program regarding liability for the failure to...more

China’s search for Israeli assets is to be welcomed but it won’t change the preference for early exits

The exit outlook for Israeli M&A is especially positive, particularly in light of the ever-growing interest from the Far East. While the vast majority of inbound capital still comes from the US, China has emerged as a...more

Successfully Selling Your Business: 4 Tips – No Matter the Buyer

Among the growing number of business owners looking to sell their business, JR and Sue Ellen Pawlenty are in the market to sell their company Pawlenty Energy. Recently Tilting the Scales highlighted Successfully Selling Your...more

[Event] "Americas Labor & Employment Law Conference: Managing a workforce across the Americas and beyond" - Dec. 8th-9th, Miami,...

Attorneys from FordHarrison and Ius Laboris, the global Alliance of leading labor and employment law firms, will join in-house counsel to discuss the many challenges faced by multinational companies. The conference is aimed...more

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