General Business Mergers & Acquisitions Business Organization

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Court Of Chancery Rejects Management Projections In An Appraisal

Thus, it turns out differently from the recent decision in the Owen v. Cannon litigation because, as the Court explained, the facts are different, particularly when as here the merger price had all indications of being fairly...more

New UAE Commercial Companies Law: Overview

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

FTC Scores Decisive Win in Challenge to Food Distribution

On Tuesday, a federal judge issued an injunction blocking the Sysco – US Foods (“USF”) merger pending further administrative review by the FTC. The move, which ended Sysco’s acquisition plans, represents a decisive victory...more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

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

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Gerritsen v. Warner Bros. Entertainment Inc. - USDC, C.D. California, June 12, 201

District court dismisses breach of contract and breach of guaranty claims in first amended complaint against Warner Bros. based on Oscar-winning motion picture "Gravity," holding that plaintiff Terry Gerritsen, author of...more

Amendments to the Antimonopoly Regulation in Kazakhstan

On 5 May 2015 the President signed the Law of the Republic of Kazakhstan “On Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Natural Monopolies and Regulated Markets” No....more

SEC Continues Crackdown on Unregistered Broker-Dealers

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

2015 Nevada Business Entities Law Update

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

M&A Team News - April 2015

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

2015 Amendments to the Delaware General Corporation Law

On June 24, 2015, Delaware Governor Jack Markell signed into law Senate Bill No. 75, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”) effective August 1, 2015....more

I’ve said too much/I haven’t said enough: Eleventh Circuit law on the duty to correct prior representations in light of the Ninth...

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

[Webinar] Anti-Corruption Third-Party Due Diligence - June 4, 11:00 EDT

Due diligence on third parties, business partners and potential acquisition targets is essential in order to effectively manage corruption-related risk. With the majority of FCPA enforcement activity in recent years focused...more

M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

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

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

FCPA Compliance and Ethics Report-Episode 161-Gini Dietrich on how to create a MasterClass [Video]

In this episode I visit with Gini Dietrich, on how to create a MasterClass....more

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

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

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

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

Tax Due Diligence and Self-Checks of Tax Liabilities

A buyer who orders a tax due diligence review before acquiring a company wants to get information not only about the tax risks that may exist for that company, but also about its existing tax assets (both those assets that...more

In re El Paso Pipeline Partners, L.P. Deriv. Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015) (Laster, V.C.)

In this post-trial opinion, the Delaware Court of Chancery determined that a general partner breached a limited partnership agreement in connection with a “drop-down” transaction. The Court held that the partnership’s...more

The Terms Behind the Unicorn Valuations

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

Mergers and Acquisitions Alert: Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs

Overview - A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out...more

The Importance of Merger Price and Process In Delaware Appraisal Actions

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

Automotive M&A Activity Remains Strong: Be Prepared

Automobile sales are on the rise globally, and the automotive industry remains one of the hottest sectors for M&A activity. Analysts predict that the surge in deal flow that occurred during 2014 will continue or even...more

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