Finance & Banking Mergers & Acquisitions

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Three Key Words for New Startups: Document, Document, Document

When you are starting a company, the last thing you want to think about is paperwork, particularly dense legal agreements between your other cofounder(s) and your new company. But as burdensome as it can seem now to properly...more

Dell Shareholders' Appraisal Claims Denied After Voting Mishap

In July 2015, the Delaware Court of Chancery issued an opinion in In re Appraisal of Dell, Consol. C.A. No. 9322-VCL, holding that the technical missteps of a custodial bank necessarily required the court to deny certain...more

FCPA Compliance and Ethics Report-Episode 255-revising your Code of Conduct [Video]

In this episode, I discuss the considerations going into the revision of your Code of Conduct and how to move forward to do so. ...more

SEC – A Computer and Twenty-Seven Minutes To Profit

The SEC’s latest stock manipulation case might be titled “How to make (almost) over $400,000 in just 27 minutes.” The key is to use Williams Act filings not to alert the market and issuer to a potential take-over but to fake...more

Your daily dose of financial news The Brief – 5.25.16

It’s a week of big fat NOs so far, with Tribune emphatically turning down Gannett yesterday and Monsanto doing the same to Bayer and its massive all-cash $62 billion offer...more

Industry fundamentals are good now and will continue to improve

Hotel industry fundamentals are good, and will continue to improve. But the hotel industry is being punished by the disconnect between the investment community of Wall Street and actual performance of the hotels on Main...more

Your daily dose of financial news The Brief – 5.23.16

We’ve got numbers for Bayer’s unsolicited bid to buy Monsanto—a cash offer of $62 billion, representing a 37% premium on Monsanto’s May 9 closing price...more

Saving Time and Money when Selling a Small Business

Advance planning is crucial when you decide to sell your small business. You need to be at the center of that planning. Don’t abdicate your responsibility for selling your business to your lawyer, your accountant or your...more

Your daily dose of financial news The Brief – 5.20.16

Manhattan USA Preet Bharara’s back in front of the cameras and back on the insider-trading horse with the announcement yesterday of criminal charges against well-known sports bettor Billy Walters and former investment banker...more

Your daily dose of financial news The Brief – 5.19.16

Bayer’s making good on its rumored interest in Monsanto in a deal that could be valued at more than $42 billion and would bring together two of the world’s biggest suppliers of crop seeds and pesticides...more

Your daily dose of financial news The Brief – 5.18.16

Lending Club week continues here on the Brief, where the Deal Professor tries to take the good (disrupting the traditional banking system and opening up new paths of credit for consumers) with the bad (yet another...more

FCPA Compliance and Ethics Report-Episode 253-Loren Steffy reflects on the Enron, the trials of Ken Lay and Jeff Skilling and... [Video]

In this episode, I visit with Loren Steffy who covered the Enron trial for the Houston Chronicle. He reflects on the lasting impact of the Enron scandal and how it continues to resonate today. ...more

Your daily dose of financial news The Brief – 5.17.16

Gannet’s still after Tribune Publishing, and it’s upped its ante after Tribune “resoundingly rejected” early overtures – NYTimes... The Journal walks us through the fall of the Laplanche empire at Lending Club with a...more

New York High Court Adopts Delaware Rule in Go-Private Suits

New York’s highest court earlier this month adopted a more lenient standard for reviewing certain types of corporate transactions between companies and controlling shareholders, similar to that adopted two years ago by...more

Spotlight Article: Work Continues on the Model Regulation of Virtual Currencies Act

On April 2-3, 2016, the third meeting of the Uniform Law Commission (ULC) Drafting Committee on the Regulation of Virtual Currencies (the “Committee”) was held in Chicago, Illinois. Dana Syracuse was in attendance as an...more

Your daily dose of financial news The Brief – 5.16.16

We’ve been hearing a lot about Verizon’s bid for Yahoo. But it’s not alone. In fact, it’s bringing some odd folks to the table together. Case in point: Warren Buffet and Quicken Loans’ Dan Gilbert – NYTimes and Bloomberg...more

First-of-its-Kind PACE Acquisition

PACE operators may become the next target of interest for healthcare private equity investors following a first-of-its-kind acquisition of a PACE operator by private equity sponsor Welsh Carson Anderson & Stowe (WCAS), which...more

Your daily dose of financial news The Brief – 5.13.16

We learned yesterday of the effect that broken mergers are having on some hedge funds. Now comes news that, like many other institutional investors, large US insurance companies are yanking huge sums of money out of their...more

The 2016 LIIC Top Ten: The annual survey of lodging investment trends and challenges

(Denver, CO) For well over a decade, the members of the hotel industry’s preeminent think tank, “LIIC – The Lodging Industry Investment Council,” are annually surveyed to develop a list of the major hotel investment...more

So You Want To Sell Your Business… PART 3 of 4 – Valuing Your Business for Sale

If you have read and acted upon the first two installments of this Client Alert series, you know the reasons why you have decided to sell your business, and you have positioned your business to be as attractive as possible to...more

Your daily dose of financial news The Brief – 5.12.16

Record-setting executive compensation aside (hey, that was so last year), hedge funds have been hammered by the recent spate of mega-deals come undone. Particularly hard hit are the funds focusing on “merger arbitrage”—a type...more

Reed Smith hosts FinTech roundtable discussion

On April 25, Reed Smith hosted a FinTech lunch event at its London offices, led by partners Tamara Box, Nola Beirne, Jacqui Hatfield, Cynthia O’Donoghue, Claude Brown, Simon Grieser, Mike Young and Mark Melodia. Our external...more

Top Courts in Delaware and New York Affirm Business Judgment Rule Protection Where Procedural Safeguards are Followed

In recent decisions, both the Delaware Supreme Court and the New York Court of Appeals affirmed defendant-friendly lower court rulings, holding that, if appropriate procedural safeguards are employed in M&A transactions,...more

Selling a Company: Important Considerations as Discussed by the Experts

As tech founders and executives contemplate the possibility of exiting their companies, there are multiple factors they must consider. On May 3rd at FoleyTECH Chicago 2016, four seasoned entrepreneurs came together to discuss...more

New "Inversion" Proposed Regulations Inspired By The Pfizer/Allergan Deal May Impact Corporate Tax Planning Strategies

The Treasury Department has recently promulgated proposed regulations dealing with so-called inversion transactions. Inversion transactions are ones in which a U.S. corporation changes its domicile to a nation with a more...more

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