Mergers & Acquisitions, Business Organization, Commercial Law & Contracts

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

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

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

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

Doing Business in the U.S.

In This Issue: - Preface - 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

The Ropes Recap: Mergers & Acquisitions Law News

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

Asset Acquisition Comes With Unexpected FLSA Pain

by John Birmingham Jr. | Foley & Lardner LLP on 4/10/2013

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

Delaware and California Courts Split as to Whether a Reverse Triangular Merger Results In an Assignment By Operation of Law,...

by Amrita Nangiana, David Sands | Sheppard Mullin Richter & Hampton LLP on 4/10/2013

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

Maximizing The Value Of Your Business For Your Heirs

by Pepper Hamilton LLP on 4/8/2013

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

Accounting Firm Mergers

by Russell Shapiro | Levenfeld Pearlstein on 4/5/2013

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

The CSA Proposes a New Framework for Shareholder Rights Plans and Amendments to the Early Warning Reporting Regime

by Paul Barbeau, Kevin Lynch, James McClary, William Osler, David Phillips, Jon Truswell | Bennett Jones LLP on 3/25/2013

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

Six Steps to Prepare for Venture Financing

by The R. Bernard Law Group on 3/25/2013

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

"UK Regulators to be Given Power to Break Up UK Banks"

by Patrick Brandt, Lorenzo Corte, Scott Hopkins, Shaun Lascelles, Allan Murray-Jones, William Sweet, Jr. | Skadden, Arps, Slate, Meagher & Flom LLP on 3/19/2013

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

Delaware Court Rules That a Reverse Triangular Merger Does Not Constitute an Assignment By Operation of Law of the Surviving...

by BakerHostetler on 3/11/2013

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 re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/8/2013

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

A Return to the Old Normal – Delaware Confirms That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of...

by Jennifer Byrne | Armstrong Teasdale LLP on 3/7/2013

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

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

Small Tenant Lease Negotiating

by Real Estate Counselors, PLLC on 2/12/2013

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

Rogers Towers: Use of FDIC Special Powers: Knowledge by the FDIC or its Assignees is Irrelevant

by Scott J. Kennelly | Rogers Towers on 2/5/2013

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

Buyer Beware: Reduced Indemnity On Account Of Supposed (Mythical?) Tax Benefits.

by E. Hans Lundsten | Adler Pollock & Sheehan P.C. on 2/5/2013

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

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

by David DiDonato, Janine Salomone, Peter Walsh | Potter Anderson & Corroon LLP on 2/5/2013

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

Rogers Towers: Use of FDIC Special Powers by Assignees of the FDIC

by Scott J. Kennelly | Rogers Towers on 1/22/2013

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

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/16/2013

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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Mergers & Acquisitions › Business Organization › Commercial Law & Contracts