Mergers & Acquisitions Business Organization

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
News & Analysis as of

Goldman Sachs May Still Be Liable After Board's Fiduciary Duty Breach Exculpated

Section 102(b)(7) of the Delaware General Corporation Law permits a provision in a company's certificate of incorporation that exculpates directors from monetary liability for breaches of the fiduciary duty of care. By...more

IPOs and IPAs: Ballast Point Transaction Illustrates Benefits of a Dual-Track Approach

The menu for craft breweries raising capital and looking for investor liquidity now includes another viable alternative – public offerings. With the filing of public offering documents by Ballast Point Brewing & Spirits and...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

Tackling Cybersecurity in the Boardroom: Special M&A Considerations

During Akin Gump Strauss Hauer & Feld LLP’s most recent cybersecurity event, “Tackling Cybersecurity in the Boardroom,” hosted on November 12, 2015, our panels discussed a number of issues facing directors....more

Supreme Court of Canada to Hear Tax Rectification Case

On November 19, 2015, the Supreme Court of Canada granted leave to appeal in Canada (A.G.) v. Groupe Jean Coutu (PJC) inc., 2015 QCCA 838, which addresses the question of when rectification will be granted in the tax context....more

SEC Settles Insider Trading Case With Admissions

A critical question in insider trading cases currently being brought is whether there are sufficient facts to comply with the Newman personal benefit test – at least if the case is in the Second Circuit. While in many...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Portugal

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Pursuant to the Portuguese Employment Code, there is a transfer of an undertaking when there is a change of ownership of an undertaking or...more

California Amends LLC Law, Eases Lender Obligations

Why it matters - Earlier this month, California Governor Jerry Brown signed into law Assembly Bill 506, a measure that amended the state's Revised Uniform Limited Partnership Act, making it easier for lenders to make...more

"SEC Staff Issues Revised Guidance on Unbundling of Shareholder Votes in M&A Deals"

The staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (Staff) recently published revised guidance regarding the "unbundling" of matters presented for shareholder votes in connection...more

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Poland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Upon a transfer of (or part of) an undertaking to another employer, employees are automatically transferred thereto. Consequently, the...more

Financial Services Weekly News - November 2015 #2

Regulatory Developments: CFTC and NFA Staff Publish FAQs and Other Resources for Filing and Reporting on Forms CPO-PQR and CTA-PR - On Nov. 5 the Division of Swap Dealer and Intermediary Oversight of the CFTC...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Netherlands

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? A transfer of undertaking exists if an economic entity is transferred and retains its identity. In the event of a transfer of undertaking, the...more

Don’t Get Caught with your Transition Services Down (part 2 of 2)

In the first installment of this post, I posited that one factor contributing to disappointing results following a merger or acquisition is the flawed perception that transition services are not that important. I noted that...more

Sealing the Deal with Rep & Warranty Insurance

More and more parties to M&A transactions are utilizing representation and warranty insurance (“R&W insurance”) as a tool to reach agreement. While R&W insurance has been around for many years, its popularity has soared...more

SEC Issues New Guidance on Voting with Regard to Merger and Acquisition Transactions

On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more

Merger Price Is Best Evidence of Fair Value in Appraisal Action

The practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy....more

Healthcare & Life Sciences Private Equity Deal Tracker: Pamplona Capital Management Acquires MedAssets for $2.7B

Pamplona, based in London and New York, is a PE firm established in 2005. Pamplona manages over $10 billion in assets across a number of funds for a variety of clients. Pamplona is currently managing its fourth private equity...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more

Taxing the Earnout

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

Court Of Chancery Accepts Merger Price In Appraisal Action

When the merger price is the product of a full market check by a disinterested Board without interference from a controller and is approved by the stockholders, the Court of Chancery is inclined to give that price weight in...more

Court of Chancery Again Explains Claim Against An Investment Banker

In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care. Note that the board itself was...more

1,234 Results
View per page
Page: of 50

Follow Mergers & Acquisitions Updates on:

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.