Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

Partial offers -- Time for a revival?

by Aaron Archer, Edward Lukins | Morrison & Foerster LLP on 5/21/2013

Although partial offers are not particularly common, with only a handful made in the past several years, in some circumstances, they could be an attractive option for companies to consider. One of the most recent was the...more

The Panel takes AIM

by Alex Gibson, Thomas Sibert | K&L Gates LLP on 5/20/2013

On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more

Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

by Morrison & Foerster LLP on 5/17/2013

The Delaware State Bar Association has recently proposed an amendment to the Delaware General Corporation Law (the “DCGL”) that would significantly modify the way acquisitions of Delaware public companies are effected by...more

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction...more

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

by Craig Circosta, Karen McConnell, Wayne Strasbaugh | Ballard Spahr LLP on 5/14/2013

The Internal Revenue Service recently adopted long-awaited regulations intended to provide a new means of minimizing taxes in M&A transactions. The newly adopted regulations take effect on May 15, 2013, under Section 336(e)...more

"The Resurgence of Japanese Outbound M&A"

by Kenton King, Michael Mies, Hiroshi Sarumida | Skadden, Arps, Slate, Meagher & Flom LLP on 4/30/2013

The Nikkei has skyrocketed more than 50 percent over the last six months. Goldman Sachs has issued a report predicting a further 20 percent gain in the index before year-end. Japanese companies were the third-most active...more

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

by Thomas Fox on 4/25/2013

In the two most recent corporate Foreign Corrupt Practices Act (FCPA) enforcement actions, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) to communicate not only what they believe constitutes a...more

Ten Tips for Negotiating a Stock Purchase Agreement

by The R. Bernard Law Group on 4/22/2013

A stock purchase agreement is the main transaction document for a stock acquisition. It governs the transfer of title and sale of shares of a corporation’s stock to the purchaser. The document sets forth the critical details...more

Lessons Learned from the BizJet Executives FCPA Enforcement Actions [Video]

by Thomas Fox on 4/18/2013

BizJet self-disclosed to the DOJ, engaged in what the DOJ termed “extraordinary cooperation” and remediated the people and conduct in question. Further, DuBois and Uhl not only offered themselves up but actively worked with...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Anti-Corruption: Effective Compliance Begins with the Assessment of Risks

by Soren Lindstrom, Matt T. Morley, Amy Sommers | K&L Gates LLP on 4/11/2013

Virtually every authoritative source of guidance on effective anti-corruption compliance emphasizes the importance of conducting a company-wide “risk assessment.” For example, U.S. authorities have stressed with regard to the...more

The Broker Trap: When Networking Goes Bad

by Christine McKillip on 4/11/2013

The truism “it’s not what you know, it’s who you know” sums up the availability of capital for most businesses. Networking is often essential to the survival of small businesses looking for money or an exit plan through a...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Delaware and California Courts Split as to Whether a Reverse Triangular Merger Results In an Assignment By Operation of Law,...

by Amrita Nangiana, David Sands | Sheppard Mullin Richter & Hampton LLP on 4/10/2013

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP, 2013 WL 911118 (Del. Ch. Feb. 22, 2013, rev. Mar. 8, 2013), the Delaware Court of Chancery held that a reverse triangular merger does not result in...more

The CSA Proposes a New Framework for Shareholder Rights Plans and Amendments to the Early Warning Reporting Regime

by Paul Barbeau, Kevin Lynch, James McClary, William Osler, David Phillips, Jon Truswell | Bennett Jones LLP on 3/25/2013

Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to...more

Mining Report: Alliances set stage for the future

by Lawson Lundell LLP on 3/12/2013

Typically an alliance agreement is entered into by the parties to define the purpose & governance of the alliance, to set forth the terms and conditions for ongoing funding of exploration and to specify the rights of the...more

How Odysseus Can Inform Compliance Enhancement

by Thomas Fox on 3/12/2013

What are your thoughts on Odysseus? Is he a villain or a hero? The ancient philosophers had many differing views on him. One view that struck me was held by Antisthenes, a disciple of Socrates. Antisthenes used the actions of...more

Growth Equity: Who is in Control?

by Matthew Stewart | Fenwick & West LLP on 2/25/2013

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

Holdback Escrows in M&A Transactions

by Mark Cassanego | Carr, McClellan, Ingersoll, Thompson & Horn -... on 2/21/2013

A Merger and Acquisitions (“M&A”) holdback escrow, where a portion of the purchase price of an acquisition is placed in a third party escrow account to serve as security for the buyer, is a common element in structuring...more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

by David DiDonato, Janine Salomone, Peter Walsh | Potter Anderson & Corroon LLP on 2/5/2013

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more