The increasing use of corporate inversions, whereby a company via merger achieves 20 percent or more new ownership, claims non-U.S. residence, and is then permitted to adopt that country’s lower corporate tax structure and...more
On September 5, 2014, the Federal Trade Commission (FTC) rejected a proposed settlement agreement with Phoebe Putney Health System, Inc., and returned the matter to administrative court to assess whether Phoebe Putney’s 2011...more
The ruling caps fines on companies with historic cartel exposure that are acquired by large companies and increases predictability of future antitrust exposure stemming from pre-acquisition conduct.
On 4 September...more
In this letter opinion, the Court of Chancery dismissed disclosure and aiding and abetting claims brought against a corporation in connection with a self-tender. In granting the defendant-corporation’s motion to dismiss, the...more
On 4 September 2014, the Court of Justice of the European Union (CJEU) confirmed that the maximum fine of 10 per cent of turnover imposed on the infringing subsidiary of a non-infringing parent company should be calculated on...more
State income tax laws generally build on federal tax law. The typical pattern is to begin the calculation of state taxable income with federal taxable income and then to modify it by adding or subtracting items where state...more
As corporate counsel, you are well aware that the practice of creating, expanding, or reorganizing corporate entities and their subsidiaries is fraught with legal peril, both for your client and its officers and directors....more
The business model that has served the pharma industry so well for 20 years has become expensive and slow. But digital technology and Big Data, says Filip van Elsen, might help the industry reboot its relationship with...more
Frederick H. (Buzz) McGrath has counseled public and private companies for more than 30 years on a wide range of corporate matters, including mergers and acquisitions, strategic joint ventures and complex capital structures....more
The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California’s Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651...more
Even before dealing with the intricacies of nondisclosure agreements, employment offer letters, stock restriction agreements, and incentive plans, it is not unusual for founders to have already dreamt of an IPO or sale event....more
High-profile or highly profitable firms are no longer the sole targets of post-merger divestitures by antitrust enforcers. Today, firms that have little or no revenues, including some that operate in emergent industries with...more
Unless you have been in the middle of a bidding war where antitrust concerns are front and center, what is playing out between Dollar General and Family Dollar is probably unfamiliar to you, as it is rarely seen outside of...more
Recent years have seen a renewed levels of investment into the submarine cable sector, especially in emerging markets such as Africa and the Asia-Pacific region. Some of these have brought with them some interesting legal and...more
When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more
The Delaware Court of Chancery recently held that certain stockholders who launched appraisal proceedings challenging a merger lacked standing to obtain reimbursement of attorneys’ fees from a $10.7 million settlement in a...more
Earlier this month, Judge Victor Marrero of the Southern District of New York issued his opinion certifying a class of buyers of the common stock of a company created by a Chinese reverse merger. McIntire v. China...more
REGULATION OF FOREIGN INVESTMENT -
One of the first matters a foreign investor must consider when planning to invest in Australia is the impact of Australia’s foreign investment policy.
In Roberts v. TriQuint Semiconductor, Inc., No. 1402-02441 (Cir. Ct. Or. Aug 14, 2014), an Oregon state court, breaking with state courts in California, Illinois, New York and Texas, held that the bylaw of a Delaware...more
EU Competition Commissioner Joaquín Almunia recently cited the French initiatives to block the GE-Alstom deal as an example of “worrying signals of protectionist threats” in Europe. France is not, however, to be singled out....more
Several trends bode well for continued robust activity in the oil and gas space for the foreseeable future.
Capital markets and M&A activity in the energy industry remains robust, with all categories showing...more
The French Parliament recently enacted the law of July 31, 2014, which empowers employees to play a role before businesses embark on certain projects – similar to a works council consultation.
The law includes three...more
The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l...more
Many media industry insiders predict Rupert Murdoch’s pursuit of Time Warner Inc. isn’t over, despite his recent announcement that 21st Century Fox pulled its $80 billion merger offer. Others believe that if Murdoch doesn’t...more
There may be significant legislative and regulatory activity over the next few months as the US Congress and the Obama Administration continue to grapple with corporate tax inversions. While it remains unlikely that...more
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