Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Consultant: BigLaw Growth is NOT Dead!
Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing
Heinz's Lawyer: Inside the Berkshire/3G Deal
Virgin Media's Lawyer on Liberty Global Deal
Aquila: M&A Looking Up in 2013; "The Negatives Are Built In"
Next Step in Airline M&A: Cross-Border Deals
More Law Firm Mergers in 2013
LPOs Stealing Deal Work from Law Firms
Transaction Monitoring Under the FCPA
Corporate Law Report: U.S. Manufacturing, Social Media, Online Endorsements, Hart Scott Rodino, More
Law Firm Bankruptcies Present Lessons for Distressed Businesses with Human Capital
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
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
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
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
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
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
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
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
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
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
Pharmaceuticals, Medical Devices, Health Care & Life Sciences -
- Approval of Innovative Drugs and Key Sector Generic Drugs to be Expedited (Shanghai Securities Journal 2013-04-23):
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
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
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
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
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
Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more
A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more
On February 22, 2013, the Delaware Chancery Court in Meso Scale v. Roche restored a degree of certainty to M&A planning by holding that the acquisition of a company through a reverse triangular merger (RTM) did not constitute...more
Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more
The Nikkei has skyrocketed more than 50 percent over the last six months. Goldman Sachs has issued a report predicting a further 20 percent gain in the index before year-end. Japanese companies were the third-most active...more
In This Issue:
- ILPA Guidelines Have Noticeable Impact
- Extracting Tax Value in Debt Refinancings and Modifications
- Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698
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
On April 18, 2013, PBGC filed a complaint (PBGC v. Saint-Gobain Corp. Benefits Comm., E.D. Pa. Case No. 13-02069) to involuntarily terminate a defined benefit plan sponsored by Saint-Gobain Containers, Inc. before Ardagh...more
At long last, Glencore has overcome the final regulatory hurdle and secured the approval of China’s Ministry of Commerce (MOFCOM) to acquire the 66 percent of Xstrata that it does not already own. But not before agreeing to...more
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