Mergers & Acquisitions Business Organization Securities

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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

Brexit: Key issues for corporate transactions and corporate law

M&A transactions in respect of UK corporates are most likely to be affected by the attractiveness of the UK as a post-Brexit investment location....more

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection

The Delaware Court of Chancery recently held that where a majority of a corporation’s fully informed, disinterested, and un-coerced stockholders tender their shares as part of a two-step merger, that has the same “cleansing”...more

ValueAct Settles for Record HSR Fine

Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more

UK Corporate Briefing Summer 2016 Issue 6 - Summer 2016

The UK's EU referendum on 23 June 2016 delivered a leave result. The nature of the UK's future relationship with the EU and the timescale and details of the process for establishing that relationship remain to be seen....more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

Corporate and Financial Weekly Digest - Volume XI, Issue 26

SEC/CORPORATE – SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701 – On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more

Revised listings due diligence guidelines issued by the Association of Banks in Singapore

The Association of Banks in Singapore (ABS) introduced its revised due diligence guidelines (Enhanced Guidelines) in respect of listings on the Singapore Exchange Securities Trading Limited (SGX-ST) on 13 May 2016. These...more

2016 Amendments to the Delaware General Corporation Law

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the...more

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