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M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

FCPA Compliance and Ethics Report-Episode 161-Gini Dietrich on how to create a MasterClass [Video]

In this episode I visit with Gini Dietrich, on how to create a MasterClass....more

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more

Tax Due Diligence and Self-Checks of Tax Liabilities

A buyer who orders a tax due diligence review before acquiring a company wants to get information not only about the tax risks that may exist for that company, but also about its existing tax assets (both those assets that...more

In re El Paso Pipeline Partners, L.P. Deriv. Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015) (Laster, V.C.)

In this post-trial opinion, the Delaware Court of Chancery determined that a general partner breached a limited partnership agreement in connection with a “drop-down” transaction. The Court held that the partnership’s...more

The Terms Behind the Unicorn Valuations

There has been much discussion about the high valuations of venture backed companies, and especially the “unicorns”, companies with a valuation of a billion dollars or higher. However, as the investors in these companies...more

Mergers and Acquisitions Alert: Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs

Overview - A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out...more

Sell, Scale, or Slip Away: The Entrepreneurial Fork in the Road

Most companies are started by salespeople. The ability to sell a product or service is critical to sustaining a fledgling company, after all, and without it few businesses can last long. But while the skill of the salesperson...more

The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more

Automotive M&A Activity Remains Strong: Be Prepared

Automobile sales are on the rise globally, and the automotive industry remains one of the hottest sectors for M&A activity. Analysts predict that the surge in deal flow that occurred during 2014 will continue or even...more

"Managing Related-Party Transactions With Yieldco and MLP Vehicles After El Paso Pipeline"

Sponsors generally form a yieldco or a master limited partnership (MLP) because the structure of these permanent capital vehicles allows for the issuance of equity to investors at a lower cost of capital, providing a...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

UAE Corporate Law Reform

The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime. 1. New UAE Commercial Companies Law UAE Federal Law No. (2) of 2015 Concerning Commercial...more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Asset vs. Stock Purchase: Basic Asset Purchase Agreement Provisions

An asset purchase agreement ("APA") is the heart of an acquisition, the document where the terms of the deal are struck. The terms of an APA will impact, among other things, the actual cost to the buyer, the amount received...more

Obligations Under Earn-Outs Are Limited to What the Words Say

The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more

Delaware Court of Chancery Examines Relationship between Company’s Drag-Along Right and Stockholder’s Waiver of Right to Appraisal

In Halpin v. Riverstone National, Inc., the Delaware Court of Chancery examined the language of a stockholders’ agreement to determine whether Riverstone had properly exercised its contractual drag-along right and triggered a...more

Soaring Chinese investment in the UK - but when will the North get its share?

Chinese companies are growing in the UK at an unprecedented rate, adding a significant contribution to the UK economy through growth and employment. Research by the China Daily into UK businesses with Chinese parent...more

Corporate: Negotiating Strategies for the Sale of Technology Companies

The number of mergers and acquisitions of private technology companies continue to increase. Established companies often have inadequate in-house development resources, a large pile of cash, and a need to prove to their...more

Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

Anti-bribery compliance in the UK - check for 'red flags' on any acquisition

When one company acquires another, it has long been common practice for the purchaser to carry out commercial due diligence upon the target company. However, anti-bribery and corruption (ABC) due diligence is often overlooked...more

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