Mergers & Acquisitions Updates

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Governance & Securities Law Focus: Asia Edition, October 2014

In this issue: - Asia DEVELOPMENT - HKEx Releases Concept Paper on Weighted Voting Rights - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent...more

Rural/Metro II: Additional Lessons for Financial Advisors, Directors and Counsel in M&A Transactions And Related Litigation

On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp....more

Federal Reserve Board Releases FAQs Regarding Certain Bank Transactions

On October 9, the Federal Reserve Board released answers to frequently asked questions regarding the competitive review process for bank acquisitions, mergers, and other transactions under the Bank Holding Company Act...more

Beyond the Checklist: Seven Keys to Effective Trade Due Diligence

Anti-corruption due diligence can be vexing even in the best of conditions; it is often made more complicated by time and business pressures that arise in the context of a merger or acquisition or an urgent sales opportunity....more

Inside M&A - Fall 2014

Managing Compliance Risks in M&A Transactions - Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more

Draft Hong Kong Competition Guidelines Released for Public Comment

Industry has an opportunity to comment on the Competition Commission’s proposed Guidelines on how it intends to interpret and enforce the conduct rules in Hong Kong’s Competition Ordinance. Introduction - Hong...more

FCPA Compliance and Ethics Report-Episode 99-review of remarks by Assistant AG Caldwell at ECOA [Video]

In this episode I take a look at the recent remarks of Assistant AG Leslie Caldwell made at the recent ECOA Conference. I discuss the Assistant AG's thoughts on an effective compliance program, internal investigations and how...more

Takeover Monthly, 2014/8: Current public tender offers under the German Securities Acquisition and Takeover Act

Strategic investors extend current offers - Current offers include the takeover offers to the shareholders of DAB Bank AG, Sky Deutschland AG and Homag Group AG, as well as the acquisition offer for shares of Swarco...more

TSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings

The Toronto Stock Exchange has adopted amendments to the TSX Company Manual, which: - allow listed issuers to adopt security-based compensation arrangements for employees of a target company in the context of an...more

Public M&A: End Of The False Dawn

With an increase in sizeable, highly strategic public M&A transactions in key markets, we assess the regulatory and market challenges now confronting bidders, from activist shareholders to bid defence mechanisms and tighter...more

New Measures Aim to Support Listing and Capitalization of Italian Companies

The Italian Government aims to support investments and incentivize listing and capitalization of companies, with significant implications for both listed and non-listed companies. The new rules were introduced by law...more

Blog: Will The SEC Intercede In The Battle Over Fee-Shifting Bylaws?

“The first trickle through a leak in the dam” that eventually causes the dam to collapse is how Professor John Coffee characterized the adoption of fee-shifting bylaw or charter provisions by 24 companies since May of this...more

CSA Provides Update on Proposed Changes to Early Warning Regime – Reporting Threshold Stays at 10%

The Canadian Securities Administrators (CSA) have provided an update on their proposed changes to the early warning reporting regime (the Draft Amendments), which were originally published for comment in March 2013...more

Mining Company One Day, Technology Company The Next: Explaining The Hype Around Reverse Takeovers/Backdoor Listings

This year has seen a sharp increase in backdoor listings (also known as reverse takeovers) on the Australian Securities Exchange (ASX), to a level that has not been experienced since the peak of the dotcom boom. There has...more

Outbound from Japan

Japanese investors are making their presence increasingly felt in global M&A markets. But what is driving this and what can Japan’s leading companies do to increase their chances of success?...more

M&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty

On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of Rural/Metro Corporation for $75.8 million – representing 83% of the total damages – for aiding and abetting...more

The Mergers & Acquisitions Review - Chapter 2: EU Competition

While the European Commission’s highly visible antitrust and cartel investigations arguably dominated the headlines during the past 12 months, the EU’s merger control regime, even without a single prohibition decision, still...more

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European...more

PTAB - Trulia and Zillow possible merger is not a sufficient basis for extending the 12 month period to complete the trial

In Trulia, Inc. v. Zillow, Inc., Trulia filed a petition seeking covered business method review of U.S. Patent No. 7,970,674 relating to automatically determining a current value for a real estate property. CBM2013-00056. On...more

Stephanie Pindyck Costantino Talks Domestic Oil and Gas M&A with The Deal [Video]

Amanda Levin, senior writer at The Deal, sat down with Stephanie Pindyck-Costantino, of counsel at Pepper Hamilton LLP, to talk about the robust domestic oil and gas M&A scene. The Bakken shale play has been of great...more

The Mergers & Acquisitions Review: Chapter 4: U.S. Antitrust

US COMPETITION OVERVIEW - As President Obama nears the midpoint of his second term, merger activity suffered a slight year-over-year dip but has still recovered moderately from the first years of the global economic...more

Survival of Non-Binding LOI Provisions Does Not Make Them Binding

On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v...more

Search Funds: Catering to Canadian Investors

As those in the search fund community are aware, finding the right investors for a fund is critical to its success. Equity sources bring more than their capital to the table; the best investors serve as experienced advisers...more

FCPA Compliance and Ethics Report-Episode 97-Interview with Roy Snell, CEO of SCCE [Video]

In this episode I visit with Roy Snell, about the recent 2014 SCCE Compliance and Ethics Institute, Compliance Practitioner 2.0 and some thoughts on the current state of the compliance profession. ...more

Combating Unfair Competition: The Convergence of China’s Antitrust and Anti-Graft Enforcement Activities

Recent investigations and high profile convictions highlight the ongoing crackdown by China’s authorities against anti-competitive conduct. In their efforts to combat unfair competition, Chinese authorities have used both...more

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