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FCPA Compliance and Ethics Report-Episode 109-interview with Bill Michael on the SEC FCPA enforcement action against FLIR... [Video]

In this episode I visit with Bill Michael, a partner at MayerBrown on the recent FCPA enforcement action against two FLIR System employees for their excessive payments through gifts, travel and entertainment of certain...more

The FCPA Guidance: Still Going Strong at Two

One of the great things about Sunday afternoon is that Mike Volkov posts his Monday blog, when I usually have time to read it when I get the email notification that it is up. Yesterday he wished the Department of Justice’s...more

Business-Judgment Rule Applied in New York to Going-Private Transaction with Procedural Protections

The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more

Higher FCPA risks for mergers and acquisitions? Opinion Release 14-02 and your growing business – three steps

The Department of Justice has announced that it would take “no action” against a multinational corporation in connection with its acquisition of a foreign corporation with significant record-keeping deficiencies and a history...more

Delaware Court of Chancery Applies Business Judgment Rule to Directors Who Approve Merger Supported by Large Shareholders

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach...more

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Tax Court Characterizes Technology Executive’s Merger Proceeds as Ordinary Income

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a large portion of his merger consideration as ordinary compensation income....more

FCPA Compliance and Ethics Report-Episode 108-Supply Chain Under the FCPA [Video]

In this episode I discuss several different risk based models to evaluate your supply chain under the FCPA or UK Bribery Act. ...more

Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the...more

In re TPC Group Inc. S'holders Litig., C.A. No. 7865-VCN (Del. Ch. Oct. 29, 2014) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied plaintiffs’ application for an award of attorneys’ fees and held that plaintiffs’ class action litigation was not the cause of the increase in the merger price achieved...more

Going Private Mergers: More Lenient Standard of Judicial Review Now Available

A recent Delaware Supreme Court decision has changed the rules for post-transaction litigation review for “going-private transactions.” The court described the conditions necessary for such a transaction to be judged by the...more

fcpa Compliance and Ethics Report-Episode 106-interview with Gini Deitrich [Video]

In this episode I visit with Gini Deitrich, well-known communications and PR expert and author of the recent book Spin Sucks. Gini discusses some of her lessons from this book for the compliance practitioner. ...more

Takeover Makeover

A New Breed of Activist is Attracted to Tech and Life Sciences Companies - First there were the pirates of the 1980s and their swashbuckling raids of RJR Nabisco and other corporate booty. In the 1990s, blue chip...more

Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted Transaction

On October 24, the Delaware Court of Chancery dismissed a lawsuit filed by certain minority stockholders of Crimson Exploration, Inc. in In re: Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541-VCP (Del. Ch. Oct...more

Delaware Court of Chancery Provides Guidance on Controlling Stockholder Issues

In a new decision, In re Crimson Exploration Inc. Stockholder Litigation, Vice Chancellor Donald Parsons of the Delaware Court of Chancery provides guidance on when, particularly in the deal context, a significant but...more

Delaware Court Establishes "Taxonomy" For Controlling Stockholder Claims

In a recent decision, the Delaware Court of Chancery (Parsons, V.C.) dismissed a shareholder class action complaint alleging that a target company’s board of directors and private equity firm controlling stockholder breached...more

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more

FCPA Compliance and Ethics Report-Episode 104-interview with Russ Berland [Video]

In this episode, I visit with Russ Berland, who was outside counsel heading up the FCPA investigation for Layne Christensen. I discuss with Russ the fabulous he was able to achieve, a Declination to Prosecute from the DOJ and...more

Private Equity Websites and General Solicitations: A Case of Overzealous Hypersensitivity?

It’s a well-settled law of physics: for every action, there’s a reaction. In some cases, there’s overreaction – generally best avoided, but a phenomenon to which many private equity funds may have fallen victim. Here, we...more

2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their...more

In re KKR Financial Holdings LLC S'holder Litig., Consol. C.A. No. 9210-CB (Del. Ch. Oct. 14, 2014) (Bouchard, C.)

In this opinion, the Court of Chancery dismissed a purported class action by stockholders of KKR Financial Holdings LLC (“KFN”) challenging its acquisition by KKR & Co. L.P. (“KKR”) in a stock-for-stock merger, rejecting...more

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more

Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a shareholder derivative suit brought by shareholders of KKR Financial Holdings LLC...more

FCPA Compliance and Ethics Report-Episode 101-interview with Chris Bauer [Video]

In this episode 101 of the Compliance and Ethics Report, I visit with Chris Bauer. Chris is a well-known ethicist who speaks, writes, lectures and teaches about ethics in business. ...more

Delaware Court of Chancery Rejects Contemporaneous Ownership Requirement For Creditors Asserting Derivative Claims

In Quadrant Structured Products Co. v. Vertin, C.A. No. 6990-VCL, 2014 Del. Ch. LEXIS 193 (Del. Ch. Oct. 1, 2014), the Delaware Court of Chancery held that when creditors of insolvent firms assert derivative claims, they need...more

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