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New Video Series with the ACC Provides Peer-To-Peer Ethics & Compliance Training for Senior Executives [Video]

Ethics and compliance training programs are typically designed for employees, and often do not address the issues and the specific responsibilities that high-level executives face daily. These leaders can pose the highest...more

Executive Compensation Packages – Interview with David Lagasse, Member, Mintz Levin  [Video]

Attorney David Lagasse, Member of Mintz Levin's Employment, Labor & Benefits Practice, discusses the elements that both employers and senior executives should consider when negotiating a compensation package. ...more

Earn-Out Arrangements – Interview with David Lagasse, Member, Mintz Levin [Video]

Attorney David Lagasse, Member of Mintz Levin's Employment, Labor & Benefits Practice, talks about the use of an earn-out arrangement as a way to resolve disagreements between buyers and sellers regarding the value of a...more

Selling Privately Held Businesses – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office [Video]

Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the importance of advance planning in the sale of privately held companies. ...more

Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office [Video]

Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the key elements in a purchase agreement....more

Administrative Law Judge Affirms Holding on Alabama SRLY Rule

On August 15, 2012, Chief Administrative Law Judge Bill Thompson issued his long-awaited SRLY ruling, holding that an Alabama consolidated group was entitled to carry forward certain net operating losses (“NOLs”) incurred...more

Notification Threshold Under the Hart-Scott-Rodino Act Increased to $70.9 million

The Federal Trade Commission recently announced higher reporting thresholds for pre-merger notifications filed on or after February 11, 2013. The U.S. Federal Trade Commission (FTC) recently announced revised thresholds for...more

FTC Announces Increases to Thresholds for Pre-Merger Notification and Limitations on Interlocking Directorates

On Jan. 10, 2013, the Federal Trade Commission made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting period requirements set forth in the...more

HR Professionals: The Key To Smooth Corporate Acquisitions

Although human resources professionals are not always recognized for their efforts during a corporate acquisition, the work which they do behind the scenes can often make the difference between an acquisition succeeding or...more

I’ve Been Thinking About Conversion, But I Haven’t Decided To Convert

Conversion can be a sensitive subject for some. In California, corporate conversions are a relatively new phenomenon, having made their first appearance with legislation enacted in 2002 (SB 399 (Ackerman)). The General...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

Facebook Fairness Hearing Back In The News

Last August, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. following a fairness hearing. See DOC Calls It Fair. According to this Los Angeles Times story by Salvador Rodriguez,...more

North Carolina Regulators Find Fault With Duke Energy’s Bait And Switch

When Duke Energy first approached Progress Energy about a potential merger in early 2011, Duke CEO James E. Rogers assured Progress CEO William D. Johnson that he was willing to take the position of executive chairman and...more

Good News, Bad News and Missed Opportunities on “Successor Liability”

The FCPA Guidance contains good news and bad news. When I ask one of my kids which they want to hear first … they inevitably choose bad news first. With that in mind, the FCPA Guidance includes relatively bad news on...more

M&A Leaders Survey -- October 2012

Concern over sluggish economic growth in the United States has tech dealmakers feeling less optimistic about the M&A market today than they were six months ago, according to a key finding from the latest M&A Leaders Survey...more

Key Considerations for Inbound Mergers and Acquisitions (M&A) in China

Since China’s accession to the World Trade Organization (WTO) in 2002, China has seen a rapid increase in the volume of inbound M&A consummated by foreign investors. What follows is a high-level overview of the primary issues...more

FCPA Compliance: A Seat at Every Merger & Acquisition Table

FCPA compliance has become the lifeblood of business. Whether a company is seeking to acquire another company, or a company needs a loan from a bank, FCPA compliance is required. Companies understand this fact and have...more

How to Keep Your United States Subsidiary Out of Legal Trouble

Stephen I. Siller from LeClariryan is our guest contributor today. Stephen is a member of the corporate services and international transaction practices. For international companies seeking to tap into the American...more

More SEC Guidance on Title I of the JOBS Act

The Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) recently updated its Frequently Asked Questions on Title I of the Jumpstart Our Business Startups Act (“JOBS Act”) to...more

Beware Multiple Non-Compete Agreements Given in Connection with Corporate Deals in California

In California, non-compete agreements are generally unenforceable pursuant to Business and Professions Code § 16600, which provides "[E]xcept as provided in this chapter, every contract by which anyone is restrained from...more

DOC Calls It Fair

Notes on the Facebook fairness hearing At the conclusion of a hearing held yesterday morning, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. Technically, the Department...more

A Program Guide To The Facebook Fairness Hearing

As discussed in this earlier post, Facebook, Inc. has requested a fairness hearing before the California Department of Corporations. Technically, the hearing is being held pursuant to Corporations Code Section 25142 in...more

FMC Partner Ralph Shay speaks to Business News Network about policy of securities commissions in response to Jean Charest’s...

With Quebec’s economic protectionism on the rise, leader Jean Charest has advised voters that, if re-elected, he would establish a $1-billion fund to assist Quebec companies to make foreign takeovers and would table a law...more

Facebook “Likes” California’s Fairness Hearing Process!

In this video from January 2011, I spoke about California’s fairness hearing procedure. California is one of only a handful of states that offer the opportunity to take advantage of the Section 3(a)(10) exemption from...more

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