Mergers & Acquisitions Business Organization

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FTC Announces Annual Revision to HSR Jurisdictional Thresholds

The Federal Trade Commission (FTC) announced on January 15, 2015 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more

Five Changes to the Tennessee Nonprofit Corporation Act That You Need to Know

The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015: 1. Affirmative Disclosure Requirement to Report Up the Chain of Command; 2....more

Good Rep: Social Media Assets in M&A Transactions

As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...more

Why Every Day Is Proxy Season for Public Companies  [Video]

Jan. 9, 2015 (Mimesis Law) -- Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley...more

CMS’ Proposed Regulations Include Significant Antitrust Implications For Entities Interested In Forming ACOs

The Centers for Medicare & Medicaid Services (CMS) released proposed regulations to clarify and build on current regulatory requirements for Accountable Care Organizations (ACOs) that participate in the Medicare Shared...more

A Cautionary Tale for Small and Large Businesses in a Mentor-Protégé Relationship: Size Appeal Of Kisan-Pike

On November 24, 2014 the Small Business Administration (“SBA”) Office of Hearings and Appeals (“OHA”) found that a mentor-protégé joint venture agreement between Kisan Engineering Company P.C. (“Kisan”), a small 8(a)...more

Hospital For-Profit Conversion Hits Bicoastal Speed Bumps

Over the past decade or so, the conversion of nonprofit hospitals to for-profit status seemed to be an inexorable trend. But in the last couple of weeks the movement has run into speed bumps on both coasts....more

Connecticut Law Establishes New Reporting and Governance Requirements for Health Care Entities: Part 1: Requirements Applicable to...

A new Connecticut law, Public Act Number 14-168, entitled “An Act Concerning Notice of Acquisition, Joint Ventures, Affiliations of Group Medical Practices and Hospital Admissions, Medical Foundations and Certificates of...more

In re Kinder Morgan, Inc. Corporate Reorg. Litig., C.A. No. 10093-VCL (Del. Ch. Nov. 5, 2014) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more

Pennsylvania Significantly Updates Laws Governing M&A/Conversion

On October 22, 2014 House Bill 2234 became effective, establishing Pennsylvania’s “Entity Transactions Law”, a version of the Model Entity Transactions Act (META) which will streamline and make more uniform the way in which...more

Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw [Video]

Nov. 5, 2014 (Mimesis Law) -- Kent Zimmermann, consultant at the Zeughauser Group, talks with Lee Pacchia about how current market forces are creating substantial differences in compensation between equity and non-equity...more

Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders  [Video]

Nov. 3, 2014 -- Allen Appel, Professor at New York Law School and Director of the International Tax Program, talks with Lee Pacchia about corporate inversions....more

Midstream MLP Merger Mania Maintains Momentum

The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified. At least five MLP M&A transactions have been...more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Getting the Most Out of Physician Practice Acquisitions: Considerations for Converting Acquired Physician Practices into...

Hospitals acquiring physician practices need to balance competing considerations when determining how to fit them in the larger organization. Financial considerations weigh heavily, but so do considerations about finding some...more

Recent Decisions Confirm That Forum Selection Bylaws Are Best Considered on a Clear Day - But May Be Beneficial Later as Well

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

NLRB Ups the Stakes for Successor Employers

A recent National Labor Relations Board decision could significantly increase the damages that employees can recover against an employer that acquires a business but refuses to hire the employees of the predecessor. The...more

Four Trends in Master Limited Partnership M&A in 2014

MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders. Background - In the first half of 2014, master limited partnership (MLP) mergers and...more

U.S. Treasury Department Takes Action to Slow (But Not Stop) Corporate Inversions: A Summary for Executives

What is an inversion? An inversion is a transaction that results in an existing U.S. company becoming a foreign company or becoming a subsidiary of a foreign parent. Historically, inversions involved U.S. companies...more

Corporate and Financial Weekly Digest - Volume IX, Issue 38

In this issue: - SEC Releases Strategic Plan for 2014–2018 - House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act” - FINRA Board Approves Several Rulemaking Items...more

Delaware Court of Chancery Upholds Forum Selection Bylaw That Chose a Non-Delaware Forum Against Facial and As-Applied Challenges

On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an "as-applied" basis at the motion to...more

Delaware Court of Chancery Upholds North Carolina "Exclusive Forum" Bylaw

In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more

Recent Decision Confirms That Forum Selection Bylaws Are Best Considered on a Clear Day

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Courts Differ on Enforceability of Unilaterally Adopted Forum Selection Bylaws

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of...more

CJEU Rules Maximum Cartel Fine Applies Only to Infringing Subsidiary Turnover and Reduces Fine by €17 Million

On 4 September 2014, the Court of Justice of the European Union (CJEU) confirmed that the maximum fine of 10 per cent of turnover imposed on the infringing subsidiary of a non-infringing parent company should be calculated on...more

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