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ev3, Inc. v. Lesh, C.A. No. 515, 2013 (Del. Sept. 30, 2014)

In this en banc Memorandum Opinion, the Supreme Court reversed the Superior Court’s denial of the defendant-below’s motion for a new trial following a jury verdict and remanded the case for a new trial. The Supreme Court...more

In re Cornerstone Therapeutics Inc. S'holder Litig., Consol. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014) (Glasscock, V.C.)

In this opinion on a motion to dismiss, the Court of Chancery held that, in a controller transaction governed by entire fairness review, a plaintiff need not specifically plead non-exculpated breaches of duty as to...more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Governance & Securities Law Focus: Latin America Edition - October 2014

In this issue: - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - EU DEVELOPMENTS - European Commission...more

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

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

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

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

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

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

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

FCPA Compliance and Ethics Report-Episode 96-interview with Karen Schuder on the teaching of business ethics [Video]

In this episode I interview doctoral candidate Karen Schuder on her research into the teaching of business ethics. ...more

Forum Selection Bylaws Gain Ground

As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more

The Flawed Headcount Requirement on Schemes of Arrangement

A failed takeover of a Hong Kong-listed company has highlighted a weakness in English company law. On 16 June, a proposed take private by way of scheme of arrangement lapsed when the resolution to approve the scheme...more

FCPA Compliance and Ethics Report-Episode 95-interview with Scott Killingsworth on Private to Private Compliance Solutions [Video]

In this episode I visit with Scott Killingsworth, partner at BryanCave on his thoughts around the compliance solutions found in private-to-private compliance obligations. ...more

House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”

On September 16, the House of Representatives passed H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act.” The bill addresses a number of Jumpstart Our Business Startups Act (JOBS Act)-related matters,...more

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

Activism: An Overview from the Company Perspective

Increasingly, companies are being confronted with shareholders seeking to exercise power and influence over business activities. The term “activism” has become a buzzword to refer to shareholders seeking to make operational,...more

FCPA Compliance and Ethics Report-Episode 94-Internal Controls for Gifts, Travel and Entertainment in a FCPA Compliance Program,... [Video]

In this episode of the FCPA Compliance and Ethics Report I continue my visit with Henry Mixon on internal controls for gifts, travel and entertainment in a best practices FCPA compliance program. ...more

Canadian securities regulators reach consensus on more target-friendly take-over bid legislation

The Canadian Securities Administrators (“CSA”) have announced that they intend to publish a new proposal for changes to the regulation of take-over bids, replacing the two alternative proposals published for comment in March...more

Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss...

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more

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