Mergers & Acquisitions, Business Organization

CON Law Amendments Ease Change of Ownership Transactions

by Kristen A. Larremore, Evelyn McKinney, Carey B. McRae | Bradley Arant Boult Cummings LLP on 5/25/2013

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

Silicon Valley Venture Capital Survey - First Quarter 2013

by Barry J. Kramer, Michael J. Patrick | Fenwick & West LLP on 5/23/2013

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

CEO Succession Planning Often Lost in the Shuffle

by Stephen Honig | Duane Morris LLP on 5/22/2013

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

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

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

“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

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

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

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

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

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

by Matthew Anderson, Peter Franklyn, Peter Glossop, Michelle Lally, Shuli Rodal | Osler, Hoskin & Harcourt LLP on 5/2/2013

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

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

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

Inside M&A - Spring 2013

by Joseph S. Adams, Robert Clary II, Thomas P. Conaghan, Jeffrey Holdvogt, Joanne Ludovici, Jennifer Mikulina, Jeffrey Rothschild, Jake Townsend, Jeffrey Wagner | McDermott Will & Emery on 4/30/2013

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

Purchase Price Adjustments: How True is Your True-Up?

by Carl Roston, Ken Wiggins | Akerman Senterfitt on 4/29/2013

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

Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened" [Video]

by Bloomberg Law on 4/25/2013

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

Market Entry: People's Republic of China

by Thomas M. Shoesmith | Pillsbury Winthrop Shaw Pittman LLP on 4/24/2013

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

Transitioning a Family Business

by Bryan Haynes | Bennett Jones LLP on 4/23/2013

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

Buyer Beware of Successor Liability For FLSA Claims

by Donna Ray Berkelhammer | Sands Anderson PC on 4/23/2013

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

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

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

Offshore Litigation Tools for Local Disputes

by Ian Mann | Harney Westwood & Riegels on 4/19/2013

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

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

by Owen Kurtin on 4/18/2013

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

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Mergers & Acquisitions › Business Organization

CON Law Amendments Ease Change of Ownership Transactions

Silicon Valley Venture Capital Survey - First Quarter 2013

CEO Succession Planning Often Lost in the Shuffle

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

Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

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

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

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

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Inside M&A - Spring 2013

Purchase Price Adjustments: How True is Your True-Up?

Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened" [Video]

Market Entry: People's Republic of China

Transitioning a Family Business

Buyer Beware of Successor Liability For FLSA Claims

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

Offshore Litigation Tools for Local Disputes

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

Doing Business in the U.S.

How to turn your LLC or S Corp. into a C Corp. with a Tax-Free Reorganization

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened" [Video]

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