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
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
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
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
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
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
In this issue:
*News from the Courts
- Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements
- Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options
- Court Rejects...more
Some bargains are not as they seem. An asset-acquiring Company discovered this the hard way in Teed v. Thomas & Betts Power Solutions. In the case, at an auction, Thomas & Betts purchased the assets of a company in...more
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP, 2013 WL 911118 (Del. Ch. Feb. 22, 2013, rev. Mar. 8, 2013), the Delaware Court of Chancery held that a reverse triangular merger does not result in...more
One of the most difficult issues facing the owner of any successful business is how the business, or the personal wealth that it represents, can be preserved for the benefit of his or her family after death. While it is...more
Merger activity among accounting firms has grown significantly of late. Allan D. Koltin, CEO of Koltin Consulting Group, commented that “2012 was another record year for CPA firm M&A. It represents the fifth consecutive year...more
Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to...more
Venture capital funds don't expect startups to be well-oiled machines. In fact, they go into potential deals knowing there will be problems. These issues range from disgruntled founders to disputes over who owns a company’s...more
The U.K. Government recently published the Financial Services (Banking) Reform Bill (the “Bill”) which implements the key recommendations of the U.K.’s Independent Commission on Banking (the “ICB”). The ICB was established in...more
The Delaware Court of Chancery in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), ruled that under Delaware law a reverse triangular merger did not violate a provision in a license agreement of the...more
In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more
The Delaware Court of Chancery shook the M&A world in 2011 when it defied conventional wisdom by holding that a reverse triangular merger may result in an assignment by operation of law if the buyer converts the target into a...more
In This Issue:
-Initial Public Offerings
-Mergers & Acquisitions
-Jobs Act & Capital Markets
Startups, small tenants and non-profits can successfully negotiate several key leasing issues that materially improves the terms of their office space leases. By Peter Pokorny, Real Estate Counselors, PLLC. ...more
In previous posts, we introduced the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e), which bar claims and defenses against the FDIC and its assignees by private parties based on improperly...more
Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013.
When the seller of a business or the assets of a business is negotiating the scope...more
Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more
Courts have extended the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e) to successors or assignees of the FDIC as receiver of the failed banks....more
Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more
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