Mergers & Acquisitions Securities

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
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Acquisitive Reorganizations Under 367(b) (Updated)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

Flawed Valuation Leads Delaware Court to Award Damages to Option Holders

On July 28, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it criticized in particularly strong terms the analysis performed by a financial firm that was retained to value companies that were being...more

FCPA Compliance and Ethics Report-Episode 183-the Compliance Retreat and Podcast Movement 2015 [Video]

In this episode I discuss my new service offering, the Compliance Retreat and some thought from Podcast Movement 2015 and you can be a part of the compliance podcast movement going forward. ...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

LongPath Capital, LLC v. Ramtron Int'l Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015) (Parsons, V.C.)

In this appraisal action, the Court of Chancery determined that the negotiated merger price less synergies yielded the fair value of Ramtron International Corporation (“Ramtron”) for purposes of Section 262 of the Delaware...more

FCPA Compliance and Ethics Report-Episode 182-Kate Atkinson on the Miller Chevalier Summer 2015 FCPA Report [Video]

In this episode I visit with Kate Atkinson, a partner at Miller Chevalier. She discusses the firm's recent FCPA Summer Report, noting some trends she sees and where enforcement may be heading. We also visit about the DOJ...more

Private IPOs and Unicorns May Trigger More H-S-R Act Filings

The talk of the financial press and venture community during the first half of 2015 has been of private IPOs and unicorns. And for good reason. According to CB Insights, there are more than 588 investor-backed tech companies...more

Option Holders Cannot be Burdened With Escrow in Merger Transaction

In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the...more

FCPA Compliance and Ethics Report-Episode 181-Gar Hurst on Using Social Media Tools In Your Compliance Program [Video]

In this episode I visit with Gar Hurst, a partner at Givens and Johnston, an import/export compliance firm. He and his firm have developed a SW app, which capitalizes on social media concepts to assist his clients in import...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015

News from the Courts - Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures - Post-closing purchase price and working capital adjustments are common in...more

FCPA Compliance and Ethics Report-Episode 180-Introducing the FCPA Master Class Training [Video]

In this episode I discuss my new service offering, the FCPA Master Class training. This training will be the premier nuts and bolts training on how to create, implement or enhance a best practices compliance program. ...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Court Permits Settlement of Appraisal Demands on Terms Not Available to All Dissenters

Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to $114,000, to be split amongst 19,307,715 shares, or...more

FCPA Compliance and Ethics Report-Episode 179-Tim Peterson on the FIFA Bribery Scandal and the SEC Investigation [Video]

In this episode I visit with Tim Peterson, a partner at McGonigle and Murphy on the burgeoning FIFA bribery scandal, the recent announcement that the SEC is investigating US companies involved with FIFA and the reasons folks...more

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this...more

SIC Proposes Revisions to the Singapore Code on Take-Overs and Mergers

The MAS Consultation Paper is proposing to update parts of the Singapore Code on Take-Overs and Mergers in view of market innovations and evolving international practices. On 6 July, the Securities Industry Council...more

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more

FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments [Video]

In this episode I visit with Ben Locwin, about his thought leadership around risk assessments. Ben has written extensively on the quantitative nature of risk assessments and various type of risk assessments. ...more

FCPA Compliance and Ethics Report-Episode 177-Communication of Tone Around Compliance in your company [Video]

In this episode I discuss how to create and communicate a culture of compliance or tone throughout an organization. ...more

District Court Rules Privately-Held Stock Plan Fiduciary May Have Affirmative Duty To Disclose

A federal district court in Georgia held that plan fiduciaries of a closely-held company’s single stock ERISA fund may have a duty to disclose material, non-public information concerning the value of the company’s shares when...more

Inside the New York Budget Bill: Department Issues Guidance Regarding Investment Capital Identification Procedures

On July 7, 2015, the New York Department of Taxation and Finance issued guidance (TSB-M-15(4)C, (5)I, Investment Capital Identification Requirements for Article 9-A Taxpayers) on the identification procedures for investment...more

FCPA Compliance and Ethics Report-Episode 176-Tim Treanor on the PetroTiger Declination [Video]

In this episode, I visit with Tim Treanor, a partner at SidleyAustin. He was lead counsel for PetroTiger in its FCPA investigation. Tim talks about his investigation protocol and the arguments which led the DOJ to grant a...more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Merger Price and Process Win the Day Yet Again In Delaware Appraisal Action

On June 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it yet again rejected a dissenting shareholder’s attempt to extract consideration for its shares above the merger price through appraisal...more

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