Mergers & Acquisitions, Securities Law

Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

by Morrison & Foerster LLP on 5/17/2013

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

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

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

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

by Craig Circosta, Karen McConnell, Wayne Strasbaugh | Ballard Spahr LLP on 5/14/2013

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

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

by Wendy Lee | Harney Westwood & Riegels on 5/14/2013

I OVERVIEW OF M&A ACTIVITY - According to a report of the Cayman Islands Economics and Statistics Office, the Islands’ economy began to recover from the economic downturn in 2011, with real gross domestic product...more

New Bill Heightens Potential For More Investment Canada Reviews Of SOE Acquisitions

by Sandy Walker | Dentons on 5/13/2013

Last week the Canadian Government introduced amendments to the Investment Canada Act (ICA) to implement its revised policy towards state-owned enterprises (SOEs) which it announced in December last year....more

“We’re Considering Selling The Company – How Can A Special Committee Help?”

by Rick Gallagher, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/13/2013

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

Hong Kong Capital Markets Quarterly News -- April 2013

by Stephen Birkett, Charles Chau, Melody Junhua He-Chen, Jessica Moore, Venantius Tan, Gregory Wang | Morrison & Foerster LLP on 5/13/2013

In This Issue: Major Publications and Decisions; New Listing Decisions; New Guidance Letters; Enforcement News; and Regulatory Watch. - Excerpt from Major Publications and Decisions: Chain principle offer...more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

by Leonard Birmingham, Simon Hudd | Harney Westwood & Riegels on 5/13/2013

I OVERVIEW OF M&A ACTIVITY - Given the international financial climate, it is perhaps unsurprising that the past 12 months have seen unpredictable deal flows involving British Virgin Islands (‘BVI’) companies, with...more

How to Minimize FCPA Risk in Health Care Acquisitions

by Mintz Levin - Health Law on 5/10/2013

When acquiring a health care company doing business abroad, there is no such thing as being too thorough with anti-corruption due diligence. The Department of Justice and the Securities and Exchange Commission have the...more

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 5/8/2013

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

by Matthew Anderson, Peter Franklyn, Peter Glossop, Michelle Lally, Shuli Rodal | Osler, Hoskin & Harcourt LLP on 5/2/2013

On April 29, 2013, the Federal Government introduced its 2013 budget implementation bill, Bill C-60,1 which would also implement announcements made by the Federal Government on December 7, 2012 concerning investments by...more

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

by Thomas Fox on 5/2/2013

This past week, my second book, “Best Practices Under the FCPA and Bribery Act” was released. Over the past few years I have tried to provide the compliance practitioner with solid information that can be used to implement,...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

"The Resurgence of Japanese Outbound M&A"

by Kenton King, Michael Mies, Hiroshi Sarumida | Skadden, Arps, Slate, Meagher & Flom LLP on 4/30/2013

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

Investigation of Merger of PROLOR Biotech and OPKO Health FAQ

by Wohl & Fruchter LLP on 4/29/2013

We are investigating the proposed merger of PROLOR Biotech, Inc. (PROLOR) (NYSE: PBTH) with OPKO Health, Inc. (OPKO). As set forth in our FAQ, our investigation concerns whether approval of the transaction was improperly...more

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

by Thomas Fox on 4/25/2013

In the two most recent corporate Foreign Corrupt Practices Act (FCPA) enforcement actions, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) to communicate not only what they believe constitutes a...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Ten Tips for Negotiating a Stock Purchase Agreement

by The R. Bernard Law Group on 4/22/2013

A stock purchase agreement is the main transaction document for a stock acquisition. It governs the transfer of title and sale of shares of a corporation’s stock to the purchaser. The document sets forth the critical details...more

Offshore Litigation Tools for Local Disputes

by Ian Mann | Harney Westwood & Riegels on 4/19/2013

British Virgin Island (“BVI”) and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals. This article explores the key tools available to members of BVI...more

Lessons Learned from the BizJet Executives FCPA Enforcement Actions [Video]

by Thomas Fox on 4/18/2013

BizJet self-disclosed to the DOJ, engaged in what the DOJ termed “extraordinary cooperation” and remediated the people and conduct in question. Further, DuBois and Uhl not only offered themselves up but actively worked with...more

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

by Owen Kurtin on 4/18/2013

The case study discusses the implementation of a "Swiss Principal" model restructuring of a public corporation in the life sciences sector with a multi-billion dollar market capitalization and operations in thirty-five...more

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Mergers & Acquisitions › Securities Law

Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

"Extension of UK Takeover Code Jurisdiction"

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

New Bill Heightens Potential For More Investment Canada Reviews Of SOE Acquisitions

“We’re Considering Selling The Company – How Can A Special Committee Help?”

Hong Kong Capital Markets Quarterly News -- April 2013

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

How to Minimize FCPA Risk in Health Care Acquisitions

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

"The Resurgence of Japanese Outbound M&A"

Investigation of Merger of PROLOR Biotech and OPKO Health FAQ

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

Ten Tips for Negotiating a Stock Purchase Agreement

Offshore Litigation Tools for Local Disputes

Lessons Learned from the BizJet Executives FCPA Enforcement Actions [Video]

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

Doing Business in the U.S.

Anti-Corruption: Effective Compliance Begins with the Assessment of Risks

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

Lessons Learned from the BizJet Executives FCPA Enforcement Actions [Video]

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