Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Consultant: BigLaw Growth is NOT Dead!
Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing
Heinz's Lawyer: Inside the Berkshire/3G Deal
Virgin Media's Lawyer on Liberty Global Deal
Aquila: M&A Looking Up in 2013; "The Negatives Are Built In"
Next Step in Airline M&A: Cross-Border Deals
More Law Firm Mergers in 2013
LPOs Stealing Deal Work from Law Firms
Transaction Monitoring Under the FCPA
Corporate Law Report: U.S. Manufacturing, Social Media, Online Endorsements, Hart Scott Rodino, More
Law Firm Bankruptcies Present Lessons for Distressed Businesses with Human Capital
This month, Alabama Governor Robert Bentley signed into law key revisions to the state’s Certificate of Need (CON) Laws that clarify and, we believe, will facilitate change of ownership transactions among health care...more
Background-We analyzed the terms of venture financings for 118 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2013....more
Over the last five years, average tenure of a CEO (based on a survey of public and private companies) shrank from 7.3 years to 4.4 years. Focus on CEO succession is becoming more important to boards. Half the members of...more
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
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
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
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
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
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
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
In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more
On April 29, 2013, the Federal Government introduced its 2013 budget implementation bill, Bill C-60,1 which would also implement announcements made by the Federal Government on December 7, 2012 concerning investments by...more
Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more
Top Five Traps for the Unwary in Spin-Offs -
A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more
A substantial majority of acquisitions involving private targets include uncapped post-closing purchase price adjustments, or "true ups," tied to the target's balance sheet. Since a target's value typically is assessed based...more
April 25 (Bloomberg Law) -- A substantial percentage of the nation's largest law firms enter the sixth year of the Great Recession "badly weakened," and more firms are expected to fail, according to law firm consultant Kent...more
China is the world’s second largest economy, with an annual growth rate of more than 8 percent and a rapidly growing middle class. Foreign investment into China routinely exceeds US$100 billion a year. Businesses from all...more
In a recent article in the Globe and Mail, “Good Lawyers Get Up Close and Personal with Family Businesses“, Jacoline Loewen discusses how to successfully transition a family business....more
Businesses often acquire other businesses through an asset purchase, rather than a stock purchase, so that the buyer does not inherit the liabilities of the seller. Not all business owners realize that federal labor law...more
While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more
British Virgin Island (“BVI”) and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals. This article explores the key tools available to members of BVI...more
The case study discusses the implementation of a "Swiss Principal" model restructuring of a public corporation in the life sciences sector with a multi-billion dollar market capitalization and operations in thirty-five...more
In This Issue:
- 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
By now most entrepreneurs who have sought or will seek venture funding have learned that venture capitalists typically prefer to invest in C Corporations and will not invest in pass through entities such as a limited...more
On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more
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