Mergers & Acquisitions General Business Finance & Banking

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Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

The Fisker Case and Its Impact on Distressed M&A

As is well known, the right to credit bid is the entitlement of a secured lender to bid the amount of its outstanding claims at the sale of its collateral. If the secured lender places the winning bid, no money is exchanged...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Del. Chancery Criticizes Bankers Again in Rural Metro; Undisclosed Conflicts Can Make Sale Process Unreasonable

What you need to know: A recent Delaware Chancery Court decision reinforced the premise that directors of Delaware corporations will be held culpable if they conduct an M&A process based on inadequate information...more

The FCPA Compliance and Ethics Report-Episode 66, Visit with Virna De Palma from TRACE [Video]

In this episode I visit with Virna De Palma,Senior Director, Global Strategy & Communications at TRACE International, Inc.. She talks about some of the services which TRACE offers and details a new and exciting scholarship...more

New IRS Guidance Offers Insight Regarding Covered Transactions Under the Transaction Cost Regulations

When the IRS released the transaction cost regulations of Treas. Reg. 1.263(a)-5, a new term was created: “covered transaction.” Unlike the treatment of a covered transaction in a tax shelter context, which is generally...more

Corporate Communicator - Spring 2014

In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...more

Identifying Further Restructuring Risks in Germany - Federal Court of Justice Clarifies Liability for Continuing the Business of...

The Financial Crisis, a difficult market situation and a tense liquidity status have led to remarkable difficulties for mid-sized businesses within the past years. Strategic and financial investors have and continue to...more

FINRA Invites Public Comment on a Modified Regulatory Scheme for Broker-Dealers Specializing in M&A and Corporate Finance

FINRA is seeking public comment on a much needed overhaul of the regulatory requirements for broker-dealers who specialize in M&A and corporate finance. The overhaul would be accomplished by creating a new category of...more

The More Things Change? Delaware Supreme Court Applies Business Judgment Standard of Review in Going-Private Transaction

Kahn v. M&F Worldwide Corp. - On March 14, 2014, the Delaware Supreme Court issued its decision in the widely followed case Kahn v. M&F Worldwide Corp. (“M&F Worldwide”), providing a blueprint for a controlling...more

Private Equity Newsletter - March 2014: What will the second half of 2014 bring?

Q1 in Europe has seen a slower than anticipated volume of private equity transactions completed. What are the influencing factors and how will this shape the remainder of the year?...more

FCPA Compliance and Ethics Report-Episode 43, Interview with Neil Swidey, author of Trapped Under the Sea [Video]

In this episode, I visit with Neil Swidey, author of Trapped Under the Sea, who discusses safety, risk and leadership. ...more

FCPA Compliance and Ethics Report-Episode 42, Interview with Patrick Taylor of Oversight Systems on Transaction Monitoring [Video]

In this episode I visit with Patrick Taylor, President of Oversight Systems on transaction monitoring in a best practices FCPA compliance practice. ...more

Private Equity Newsletter - Winter 2014: Recent Developments in Acquisition Finance

Several recent legal developments will likely impact acquisition finance. A recent decision of the U.S. Bankruptcy Court for the Southern District of New York examines who is an “Eligible Assignee” entitled to acquire...more

Business Brokers Get “No-Action” Relief from SEC

Business intermediaries who facilitate the purchase or sale of privately-held businesses for a success fee based on the size of the completed acquisition may no longer have to be concerned about registering as broker-dealers...more

Corporate and Financial Weekly Digest - Volume IX, Issue 10

In this issue: - FINRA Requests Comment on Proposed Rule Set for Limited Corporate Financing Brokers - SEC Issues No-Action Relief to Broker Dealers from Financial Responsibility Rule 15c3-3 Amendments -...more

Episode 41-Interview with John Champion, leadership lessons from Captain Kirk [Video]

In this episode I visit with John Champion, co-host of the podcast of The Mission Log; a podcast which discusses each episode of all iterations of Star Trek. We discuss the leadership with lessons from Captain Kirk. ...more

FCPA Compliance and Ethics Report-Episode 40, Interview with Adam Turteltaub [Video]

In this episode I visit with Adam Turteltaub, from the SCCE. Adam has worked in the compliance space for over 10 years and has seen the increased awareness and acceptance of compliance. He also discusses the upcoming SCCE UK...more

FCPA Compliance and Ethics Report-Episode 38-Using a utility industry compliance program as a guide to anti-corruption compliance  [Video]

In this episode, I discuss the SCCE Utilities and Energy Conference and a session I attended which focused on utility industry compliance. There are many similarities between such compliance and anti-corruption compliance and...more

European Acquisition Finance Debt Report 2014

EXECUTIVE SUMMARY - Welcome to DLA Piper’s European Acquisition Finance Debt Report 2014. This report, now in its fifth year, presents detailed results of our survey of over 250 debt providers, advisors, sponsors and...more

FCPA Compliance and Ethics Report-Episode 37-Interview with the FCPA Professor, Part II [Video]

In this episode, I debate with the FCPA Professor on the cause for the increase in FCPA enforcement beginning in 2004. ...more

The FCPA Compliance and Ethics Report-Episode 36, Visit with the FCPA Professor-Part 1 [Video]

In this Episode 36 of the FCPA Compliance and Ethics Report, I begin a two-part interview with the FCPA Professor. In this episode, we talk about what is on the mind of the Professor and he discusses some of his blog posts...more

2013 Insurance Industry Year End Review and Forecast for 2014 (Global)

The tectonic plates of insurance regulation are shifting – with reverberations across the industry. The industry is also faced with significant commercial pressures, including a flood of third-party capital; persistent...more

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more

Delaware Corporate Law and Litigation: What Happened In 2013 And What It Means For You In 2014

DELAWARE’S LEADING ROLE IN BUSINESS AND BUSINESS LITIGATION - Delaware has long been known as the corporate capital of the world. It is the state of incorporation for 64 percent of the Fortune 500 and more than half of...more

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