Mergers & Acquisitions Securities General Business

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Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

FCPA Compliance and Ethics Report-Episode 159-Alison Taylor on the intersection of CSR and the FCPA [Video]

In this episode I visit with Alison Taylor of BSR about the organizational behavior issues around bribery and corruption and the intersection of Corporate Social Responsibility and the FCPA. ...more

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more

Significant Changes Proposed to Canada’s Take-Over Bid Laws: Advantage Shifts to Target Companies

The highly anticipated amendments to the take-over bid regime in Canada have now been released by the Canadian Securities Administrators (CSA). The CSA had previously outlined the general nature of these proposed changes in a...more

FCPA Compliance and Ethics Report-Episode 157-Training of Third Parties Under the FCPA [Video]

In this episode I discuss the training of third parties under the FCPA. I review the DOJ/SEC FCPA Guidance on this issue; the risk ranking of third parties to help deliver your training; the types of training you can utilize...more

The Terms Behind the Unicorn Valuations

There has been much discussion about the high valuations of venture backed companies, and especially the “unicorns”, companies with a valuation of a billion dollars or higher. However, as the investors in these companies...more

Sell, Scale, or Slip Away: The Entrepreneurial Fork in the Road

Most companies are started by salespeople. The ability to sell a product or service is critical to sustaining a fledgling company, after all, and without it few businesses can last long. But while the skill of the salesperson...more

The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more

Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose [Video]

In this episode I visit with Mara Senn, a partner at Arnold & Porter on how to think through a FCPA investigation and she provides a decision making calculus on how to make a decision...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Supreme Court Confirms Limited Scope Of The Fair Dealing Covenant

This is another decision that confirms that the implied covenant that the parties will act in good faith and deal fairly with one another is not available to expand the parties’ contract rights. ...more

Court Of Chancery Upholds Primacy Of Purchase Price Adjustment Clause

The buyer’s rights under a stock purchase agreement sometimes seem in conflict. This decision resolves such a conflict by holding that under the terms of the agreement, the purchase price adjustment process trumps the buyer’s...more

UAE Corporate Law Reform

The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime. 1. New UAE Commercial Companies Law UAE Federal Law No. (2) of 2015 Concerning Commercial...more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Obligations Under Earn-Outs Are Limited to What the Words Say

The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more

Delaware Court of Chancery Examines Relationship between Company’s Drag-Along Right and Stockholder’s Waiver of Right to Appraisal

In Halpin v. Riverstone National, Inc., the Delaware Court of Chancery examined the language of a stockholders’ agreement to determine whether Riverstone had properly exercised its contractual drag-along right and triggered a...more

Chancery Applies Contract Principles in Preferred-Shares Dispute

In Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising...more

FCPA Compliance and Ethics Report-Episode 153-Doing Compliance in an Economic Downturn [Video]

The energy industry is in turmoil from the drop in the price of oil from $100 down to around $50 per barrel. Many energy companies have laid off up to 30% of their workforce. What can you do from the compliance perspective...more

Southern District Allows SEC Insider Trading Case to Proceed, Distinguishing Newman

A recent decision from the United States District Court for the Southern District of New York allowing a U.S. Securities and Exchange Commission (SEC) civil enforcement action to proceed against two former stockbrokers for...more

2015 Global High-Yield Bond Study

In This Issue: - Executive Summary - Methodology - Definitions - Categories of Analysis - High-Yield Bond Study: ..Call Protection ..Change of Control Portability...more

Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

FCPA Compliance and Ethics Report-Episode 151-Glenn Lammi of the Washington Legal Foundation [Video]

In this episode I visit with Glenn Lammi of the Washington Legal Foundation who discusses the work of the WFL....more

NASAA M&A Broker Model Rule

On January 15, 2015, the Broker-Dealer Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed uniform state model rule (the Model Rule) regarding the exemption of certain...more

FCPA Compliance and Ethics Report-Episode 148-Mike Volkov on Criminal Enforcement of the Internal Controls Provisions of the FCPA [Video]

In this episode I visit with Mike Volkov on his recent series on internal controls under the FCPA and his belief that the DOJ may be moving towards criminal enforcement of the internal controls provisions....more

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