Mergers & Acquisitions, Commercial Law & Contracts

Silicon Valley Venture Capital Survey - First Quarter 2013

by Barry J. Kramer, Michael J. Patrick | Fenwick & West LLP on 5/23/2013

Background-We analyzed the terms of venture financings for 118 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2013....more

EU Court Decision Significantly Reduces Cartel Fines in Marine Hose Investigation

by King & Spalding on 5/23/2013

On May 17, 2013, the EU General Court partially annulled a 2009 European Commission decision in the Marine Hose cartel case and significantly reduced the fine imposed on hose manufacturer Parker ITR by nearly 75% from 25.61...more

CEO Succession Planning Often Lost in the Shuffle

by Stephen Honig | Duane Morris LLP on 5/22/2013

Over the last five years, average tenure of a CEO (based on a survey of public and private companies) shrank from 7.3 years to 4.4 years. Focus on CEO succession is becoming more important to boards. Half the members of...more

Partial offers -- Time for a revival?

by Aaron Archer, Edward Lukins | Morrison & Foerster LLP on 5/21/2013

Although partial offers are not particularly common, with only a handful made in the past several years, in some circumstances, they could be an attractive option for companies to consider. One of the most recent was the...more

The Panel takes AIM

by Alex Gibson, Thomas Sibert | K&L Gates LLP on 5/20/2013

On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more

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

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction...more

Mississippi CON Report - May 2013

by Aaron Graham, Dinetia Newman, T. Richard Roberson | Bradley Arant Boult Cummings LLP on 5/16/2013

In This Report: - I. April 2013 - Mississippi Certificate of Need Meeting - II. Certificate of Need Program Report – Filings/Reports Since March 2013 CON Meeting - A. Letters of Intent to Change...more

Personal Data Transfers from the European Economic Area: Time to Consider Binding Corporate Rules 2.0

by Rafi Azim-Khan, Steven Farmer | Pillsbury Global Sourcing Practice on 5/16/2013

What exactly is the '"best" solution for an international business needing to handle and transfer personal data across borders? This has become an increasingly important and common question as business becomes more...more

China Life Sciences Health Industry Client Briefing – April 2013 (May 15, 2013)

by Vicki Lung, Gordon B. Schatz, Katherine Yang, Amy Yin | Reed Smith on 5/15/2013

Pharmaceuticals, Medical Devices, Health Care & Life Sciences - ..Drugs - Approval of Innovative Drugs and Key Sector Generic Drugs to be Expedited (Shanghai Securities Journal 2013-04-23): Given the...more

City of Philadelphia moves forward with plan to sell its regulated gas division

by Dawn Crowder, Wendell Holland, Mark Kropilak | Saul Ewing LLP on 5/15/2013

The Mayor of Philadelphia recently announced the hiring of two investment bankers to start the solicitation process for selling the city’s gas division. As a unique feature of this transaction, the gas division is regulated...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

Fannie Mae, Freddie Mac Directed To Purchase Only QM Loans

by BuckleySandler LLP on 5/14/2013

On May 6, the FHFA announced that Fannie Mae and Freddie Mac must limit their future mortgage acquisitions to loans that meet the requirements for qualified mortgages under the CFPB’s January 2013 ability-to-repay/qualified...more

Capital Infusion - May 2013: Deal Spotlight: Patton Boggs Advises on Innovative Health Care Transaction

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/13/2013

Patton Boggs recently advised Satori Capital, a Dallas-based private equity firm, on its acquisition of Longhorn Health Solutions, Inc. Longhorn is headquartered in Austin, Texas and is a leading direct-to-home provider of...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