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Civil Procedure Mergers & Acquisitions Tax

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Debt Dialogue: April 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

Delaware Supreme Court Affirms Energy Transfer’s Termination of Merger Agreement for Lack of Tax Opinion

by White & Case LLP on

Resolving a dispute surrounding one of the largest M&A deals of 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court's decision allowing Energy Transfer Equity, L.P. to terminate its proposed acquisition of...more

Minnesota Court of Appeals Articulates Test for Direct Shareholder Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On January 25, 2016, the Minnesota Court of Appeals decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, even where all...more

Supreme Court of Canada Grants Leave to Appeal in Fairmont Hotels Inc.

by Bennett Jones LLP on

The Supreme Court of Canada recently granted leave to appeal from the Ontario Court of Appeal decision in Fairmont Hotels Inc v Canada (Attorney General), 2015 ONCA 441. This follows the granting of leave in the Jean Coutu...more

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

Court Rejects “Merger Tax” Litigation Settlements That Benefit Primarily Plaintiffs’ Attorneys and Plaintiffs Who Do Not Represent...

It is no secret that when a public company announces a merger, lawsuits follow. There is nothing inherently wrong with this phenomenon. If the merger price is woefully unjustifiable or if shareholders are not given adequate...more

Indiana Department of Revenue Rules Forced Disposition is Nonbusiness Income

by McDermott Will & Emery on

In Letter of Finding No. 02-20140306 (Dec. 31, 2014), the Indiana Department of Revenue (Department) determined that income from the sale of two operating divisions of a business pursuant to an order of the Federal Trade...more

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

by Morrison & Foerster LLP on

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Tax Court Characterizes Technology Executive’s Merger Proceeds as Ordinary Income

by Mintz Levin on

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a large portion of his merger consideration as ordinary compensation income....more

Grunderwerbsteuer: Das Ende von 94/6-Strukturen bei Personengesellschaften?

by Latham & Watkins LLP on

Bundesfinanzhof verschärft den Rahmen für steueroptimierte Akquisitionsstrukturen durch mittelbare Zurechnung nach wirtschaftlichen Maßstäben . Thema der aktuellen Entscheidung – In einer am 10. September 2014...more

German Real Estate Transfer Tax: The end of so-called 94/6 Partnership Structures?

by Latham & Watkins LLP on

German Federal Fiscal Court severely tightens framework for acquisition structures by using beneficial ownership as the standard for the attribution of indirect participations. Key Subject of the Decision - With a...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

by Ropes & Gray LLP on

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Federal Court of Appeal hears argument on whether “break fees” are income (Morguard)

by Dentons on

Is a “break fee” received in return for withdrawing from a takeover bid a capital receipt or an income receipt? That was the issue before a panel of the Federal Court of Appeal (“FCA”) on November 20, 2012 in Morguard...more

Federal Court of Appeal to hear argument tomorrow in “break fee” case (Morguard)

by Dentons on

Tomorrow morning (November 20, 2012), the Federal Court of Appeal is scheduled to hear an appeal by Morguard Corporation (“Morguard”, formerly operating as Acktion Corporation), regarding the taxation of a “break fee”...more

Indian Supreme Court Holds for Vodafone

by King & Spalding on

On January 20, the Indian Supreme Court handed down a major victory for foreign investors in the landmark case of Vodafone International Holdings B.V. The Vodafone case arose from Vodafone’s 2007 acquisition...more

Comcast Loses California NBI and Non-Unitary Appeal: SBE Finds Comcast Unitary With QVC and MediaOne Termination Fee Business...

by Reed Smith on

On February 2, the California State Board of Equalization voted 3-2 against Comcast, holding that (1) Comcast was unitary with majority-owned QVC and (2) the fee Comcast received for a failed merger with MediaOne was...more

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