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Mergers & Acquisitions General Business Securities

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:

Revenue Recognition Representations for M&A and Underwriting Agreements

Some have suggested that the FASB’s new revenue recognition standard will result in particularized representations in M&A, underwriting and loan documents. It’s easy to argue it’s not necessary and is covered by the standard...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Here we were watching Amazon for a Slack pick-up, and all the while it had its eyes set on Whole Foods. Jeff Bezos added the upscale grocery giant to Amazon’s expanding portfolio for $13.7 billion on Friday (perhaps kicking...more

Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm

The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows: The plaintiff’s complaint pointed...more

Special Considerations in California M&A Deals

by WilmerHale on

In addition to the deal-structuring issues that typically arise in any acquisition, M&A transactions involving a party incorporated or based in California raise a number of special issues and opportunities. Some of these...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

There’s been a hitch in Saudi Aramco’s IPO plans (mind-boggling $2 trillion possible valuation and all): where to list. The frontrunners, by the way, are the London Stock Exchange and the NYSE....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Uber made it official today, announcing that controversial CEO Travis Kalanick will be taking an indefinite leave of absence, though even the announcement and board commentary that followed seemed to highlight the “bad-boy...more

Projects and Energy Weekly Snippets

by Hogan Lovells on

Weekly projects and energy updates in South Africa - EDF signs 420 MW hydro construction deal with Cameroon - On Tuesday, an agreement was signed between the French power utility Électricité de France (EDF) and the...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Delaware's New Focus on Deal Process and Disclosure: Part I

by Pepper Hamilton LLP on

Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more

Separate Shareholder Vote to Approve Insider Transaction Found Coercive Under Corwin

Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House Networks, LLC (“Bright House”) and the merger with Time Warner...more

Buying a company in business rescue that has assessed tax losses

by Hogan Lovells on

Companies in business rescue often have built-up assessed losses for tax purposes. Competitors wishing to take over the business of the company in business rescue would often view such assessed loss as a valuable asset, in...more

Regulation Round Up - May 2017

by Proskauer Rose LLP on

2 May - The FCA published its Policy Statement on the FCA's disclosure rules following application of PRIIPs Regulation (PS17/6). The Policy Statement sets out how the FCA's disclosure requirements will change to reflect...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Even as the administration is mulling over withdrawing from the Paris Climate Accord, Exxon Mobil’s shareholders have voted to demand a more detailed accounting of the climate change policy risks facing the company—an...more

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

by Farrell Fritz, P.C. on

Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out their shares after a certain period of time if an exit has not occurred – as a key element of their exit...more

Silicon Valley Venture Capital Survey - First Quarter 2017

by Fenwick & West LLP on

We analyzed the terms of 191 venture financings closed in the first quarter of 2017 by companies headquartered in Silicon Valley. Overview of Fenwick & West Results - Venture valuations showed small...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

We learned pretty early on that VW wasn’t alone in employing emissions-cheating software to get around environmental regs. But until now, it’s borne the brunt of the bad press for its actions. Well, with Fiat Chrysler’s DOJ...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

Corporate News - May 2017

by Hogan Lovells on

Corporate governance – 4MLD and changes to the PSC regime - Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

You’ll remember Snap’s highly anticipated March IPO as a splashy affair, with a valuation in the $30+ billion range and a relatively consistent stock price. Well, reality hit hard yesterday, as Snap announced a $2.2 billion...more

Capital controls and private equity in China – Uncertainty, adaptation and optimism

by Hogan Lovells on

The numbers - Outbound M&A transactions collapse - In the wake of record levels of outbound direct investment ("ODI"), a currency under downward pressure and diminishing foreign exchange reserves, the Chinese government...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Times gives us some insight into the opaque (but powerful) HNA Group—the Chinese entity that began with Hainan Airlines and has grown into a global investing and acquisition powerhouse that is now the largest shareholder...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Coach is looking to appeal to a younger generation (hint, big sales running nearly all the time would help), and it’s decided that buying is the way to go, announcing yesterday that it’s snapping up Kate Spade for $2.4...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

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