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FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

Takeover Code: changes to communicating and distributing information

There have been recent changes to the Takeover Code. The purpose of these is to ensure that the Code's rules on communicating and distributing information and opinions during a takeover offer adequately reflect recent...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

China’s search for Israeli assets is to be welcomed but it won’t change the preference for early exits

The exit outlook for Israeli M&A is especially positive, particularly in light of the ever-growing interest from the Far East. While the vast majority of inbound capital still comes from the US, China has emerged as a...more

Minority shareholdings: New competition law issues?

New competition law issues with respect to minority shareholdings? A topic that recently became prominent in the competition law community and beyond is whether so-called “common ownership” may have a negative effect on...more

Capital Acquisition Brokers: New Category of Broker-Dealers Provides Limited Relief for Some Investment Banking Boutiques

The SEC recently approved a set of FINRA rules which creates a new category of broker-dealers known as Capital Acquisition Brokers or CABs. The rules were originally proposed in 2014 and will go into effect on the date set...more

Should Social Media Have a Role in Mergers and Acquisitions?

Social media is quickly becoming the way that companies present and market themselves to the world. Companies are also realizing the value social media provides in an easy conduit to communicate with customers. But the same...more

Maximizing value in today's brisk healthcare M&A market

A rare confluence of factors is generating great opportunities for private equity and strategic buyers in the healthcare industry. These factors have buyers lining up at the gate, resulting in unprecedented (and often double...more

SEC Approves FINRA’s Capital Acquisition Broker Rules

While the new rules may provide a measure of relief to certain entities that engage in a limited subset of broker-dealer activities, significant compliance requirements continue to apply. On August 18, 2016, the U.S....more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2016

NEWS FROM THE COURTS - Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation - On May 31, 2016, the Delaware Court of Chancery released its post-trial...more

This Week in FCPA-Epiode 19, the International Edition [Video]

This Week in FCPA-Episode 19, the International Edition Show Notes for Week ending August 26, 2016 1.       John Kerry: Corruption is ‘root cause’ of terrorism, on FCPA Blog. 2.      Eric Ben-Artzi Op-Ed piece on why...more

Ten Hallmarks of an Effective Compliance Program-Hallmark 2 [Video]

In this 10-episode podcast series I take a look at all ten hallmarks of an effective compliance program as set out in the FCPA Guidance. In this episode I review Hallmark 2-Code of Conduct and Compliance Policies and...more

What’s Happening in Delaware M&A – Summer 2016

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Ten Hallmarks of an Effective Compliance Program-Hallmark 1 [Video]

In this series, I review the Ten Hallmarks of an Effective Compliance Program. This episode premiers Hallmark No. 1....more

Latest Amendments to Delaware Law Revise Appraisal Rights

Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the Delaware General Corporation Law (DGCL) have been modified in two principal respects...more

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

Restructuring Liquidation Preferences

Job candidates may choose to work for a startup to help build something new, to work in an environment that fosters and rewards creativity, or to get the thrill of climbing aboard a “rocket ship.” New employees rarely, if...more

CDX Holdings, Inc. (f.k.a. Caris Life Sciences, Inc.) v. Kurt Fox, No. 526, 2015 (Del. June 6, 2016) (Holland, J)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial ruling that Caris Life Sciences’ (“Caris” or the “Company”) board of directors (the “Board”) breached a stock...more

Overview of Cornerstone Research Report on Shareholder Litigation

A recent Cornerstone Research report reviewed ‘Shareholder Litigation Involving Acquisitions of Public Companies’ during 2015 and the first half of 2016. As the report indicates. the percentage of M&A deals valued over $100...more

Acquired Fund Fee Expenses and Business Development Companies

The requirement of the Securities and Exchange Commission (the “SEC”) for registered open-end funds to disclose “acquired fund fees and expenses” (“AFFE”) of other funds they invest in, including business development...more

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

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