Mergers & Acquisitions

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

Good Governance for General Counsel: What Your Board Needs to Know Now

by Ober|Kaler on 5/18/2013

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...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

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...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

Mississippi CON Report - May 2013

by Aaron Graham, Dinetia Newman, T. Richard Roberson | Bradley Arant Boult Cummings LLP on 5/16/2013

In This Report: - I. April 2013 - Mississippi Certificate of Need Meeting - II. Certificate of Need Program Report – Filings/Reports Since March 2013 CON Meeting - A. Letters of Intent to Change...more

Personal Data Transfers from the European Economic Area: Time to Consider Binding Corporate Rules 2.0

by Rafi Azim-Khan, Steven Farmer | Pillsbury Global Sourcing Practice on 5/16/2013

What exactly is the '"best" solution for an international business needing to handle and transfer personal data across borders? This has become an increasingly important and common question as business becomes more...more

China Life Sciences Health Industry Client Briefing – April 2013 (May 15, 2013)

by Vicki Lung, Gordon B. Schatz, Katherine Yang, Amy Yin | Reed Smith on 5/15/2013

Pharmaceuticals, Medical Devices, Health Care & Life Sciences - ..Drugs - Approval of Innovative Drugs and Key Sector Generic Drugs to be Expedited (Shanghai Securities Journal 2013-04-23): Given the...more

City of Philadelphia moves forward with plan to sell its regulated gas division

by Dawn Crowder, Wendell Holland, Mark Kropilak | Saul Ewing LLP on 5/15/2013

The Mayor of Philadelphia recently announced the hiring of two investment bankers to start the solicitation process for selling the city’s gas division. As a unique feature of this transaction, the gas division is regulated...more

Weekly eDiscovery Top Story Digest - May 15, 2013

by Rob Robinson on 5/15/2013

Compiled by @ComplexD from online public domain resources, provided for your review/use is this week’s update of key industry news, views, and events highlighting key electronic discovery related stories, developments, and...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 Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

by Wendy Lee | Harney Westwood & Riegels on 5/14/2013

I OVERVIEW OF M&A ACTIVITY - According to a report of the Cayman Islands Economics and Statistics Office, the Islands’ economy began to recover from the economic downturn in 2011, with real gross domestic product...more

Fannie Mae, Freddie Mac Directed To Purchase Only QM Loans

by BuckleySandler LLP on 5/14/2013

On May 6, the FHFA announced that Fannie Mae and Freddie Mac must limit their future mortgage acquisitions to loans that meet the requirements for qualified mortgages under the CFPB’s January 2013 ability-to-repay/qualified...more

New Bill Heightens Potential For More Investment Canada Reviews Of SOE Acquisitions

by Sandy Walker | Dentons on 5/13/2013

Last week the Canadian Government introduced amendments to the Investment Canada Act (ICA) to implement its revised policy towards state-owned enterprises (SOEs) which it announced in December last year....more

“We’re Considering Selling The Company – How Can A Special Committee Help?”

by Rick Gallagher, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/13/2013

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

Hong Kong Capital Markets Quarterly News -- April 2013

by Stephen Birkett, Charles Chau, Melody Junhua He-Chen, Jessica Moore, Venantius Tan, Gregory Wang | Morrison & Foerster LLP on 5/13/2013

In This Issue: Major Publications and Decisions; New Listing Decisions; New Guidance Letters; Enforcement News; and Regulatory Watch. - Excerpt from Major Publications and Decisions: Chain principle offer...more

Capital Infusion - May 2013: Deal Spotlight: Patton Boggs Advises on Innovative Health Care Transaction

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/13/2013

Patton Boggs recently advised Satori Capital, a Dallas-based private equity firm, on its acquisition of Longhorn Health Solutions, Inc. Longhorn is headquartered in Austin, Texas and is a leading direct-to-home provider of...more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

by Leonard Birmingham, Simon Hudd | Harney Westwood & Riegels on 5/13/2013

I OVERVIEW OF M&A ACTIVITY - Given the international financial climate, it is perhaps unsurprising that the past 12 months have seen unpredictable deal flows involving British Virgin Islands (‘BVI’) companies, with...more

How to Minimize FCPA Risk in Health Care Acquisitions

by Mintz Levin - Health Law on 5/10/2013

When acquiring a health care company doing business abroad, there is no such thing as being too thorough with anti-corruption due diligence. The Department of Justice and the Securities and Exchange Commission have the...more

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

by Ellen McElroy | Pepper Hamilton LLP on 5/8/2013

A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more

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