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This Week in FCPA-Episode 31, the Government Speaks edition [Video]

Show Notes for Episode 31, week ending December 2, 2016-the Government Speaks edition 1. Justice Department Assistant Attorney General Sally Yates remarks at 33rd annual ACI National FCPA Conference; 2. Head of SEC...more

DLA Piper Global M&A Intelligence Report Video

DLA Piper's 2016 M&A Intelligence Report is based on data from about 500 deals from Europe, North America and Australia, giving a truly global perspective on how M&A deals get done. It looks at the differences between...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

This Week in FCPA-Episode 30, the Thanksgiving Edition [Video]

Show Notes for Episode 30, week ending November 18, 2016-the Thanksgiving edition: 1. Teva Pharmaceuticals reserves $520MM for FCPA settlement, . 2. JP Morgan FCPA enforcement action surrounding its ‘Sons and Daughters’...more

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

Back to the drawing board: Canadian Government divestiture order in national security case set aside and new review to take place

In a consent order dated November 9, 2016, the Federal Court ordered the setting aside of a Cabinet order requiring a Chinese investor to divest control of a Canadian business for national security reasons....more

SEC Charges Executive With Fraud in HP Acquisition

The SEC filed an action against the CEO of a U.S. subsidiary of a U.K firm who implemented a financial fraud at the behest of his superiors. The firm was eventually sold to a U.S. public company at an inflated price based on...more

Eagle Pharmaceuticals to Acquire Arsia Therapeutics

This morning, Eagle Pharmaceuticals announced that it has entered into an agreement to acquire Arsia Therapeutics. According to Arsia’s website, Arsia’s technology enables the production of high-concentration, low-viscosity...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla...more

Know Your Code: Open Source Usage Can Close Software

Buyout firms spent more than $39.38bn acquiring technology businesses in H1 2016, accounting for 28% of all global deal value and making technology the preferred sector for investment during the period. With investment...more

3D Printing News: Recent M&A Activity; Copyright’s Conceptual Separability Test; Expiring Patents

Here are recent and significant M&A deals in the 3D space. In September, GE acquired SLM Solutions and Arcam, reportedly spending $1.4 billion for both. Arcam provides a cost-efficient additive manufacturing solution...more

New FINRA Capital Acquisition Broker Rule Set May Be of Interest to Private Fund Sponsors

The SEC recently approved a set of FINRA rules for Capital Acquisition Brokers (“CABs”), described as corporate financing firms that generally limit their businesses to advising companies on mergers and acquisitions, advising...more

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

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