Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Lawyer: European M&A Could Rise Despite Risks
Facebook-Instagram Deal Opened Door to Tumblr Valuation: Lawyer
Ex-Kirkland Partner: Rainmakers Are Paid Too Much
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
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
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
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
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
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
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
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
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
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
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
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
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 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
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
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
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
In This Presentation:
1 - Managing continuous disclosure in M&A transactions
2 - Risks for directors (delegation/reliance) and counterparties
3 - Due diligence and directors’ duties in cross-border...more
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
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
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
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
For those of you following the Best Buy (NYSE:BBY) transaction, here is a link to our analysis (see alert) of Minnesota laws which govern takeovers, including going private transactions. ...more
Originally published in State Tax Notes, July 23, 2012.
This is the first installment in a series that will examine state and local tax (SALT) questions implicated by the purchase, sale, and reorganization of business...more
The Panel on Takeovers and Mergers (the Panel) published three public consultation papers on 5 July 2012, inviting comments on proposed amendments to the UK Takeover Code (the Code). The three consultation papers propose...more
Although California’s General Corporation Law is frequently criticized as overly restrictive, it does have one virtue. It is rationally organized. Thus, it begins with a long series of defined terms, starting with...more
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