Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Lawyer: European M&A Could Rise Despite Risks
Facebook-Instagram Deal Opened Door to Tumblr Valuation: Lawyer
Ex-Kirkland Partner: Rainmakers Are Paid Too Much
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Consultant: BigLaw Growth is NOT Dead!
Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing
Heinz's Lawyer: Inside the Berkshire/3G Deal
Virgin Media's Lawyer on Liberty Global Deal
Aquila: M&A Looking Up in 2013; "The Negatives Are Built In"
Next Step in Airline M&A: Cross-Border Deals
More Law Firm Mergers in 2013
LPOs Stealing Deal Work from Law Firms
On May 29, 2013, the Delaware Court of Chancery held in In re MFW Shareholders Litigation that a going-private merger with a controlling stockholder will be subject to the deferential business judgment rule, rather than the...more
Speculation is again growing about when the SEC will complete its rulemaking duties under the JOBS Act. In addition to new crowd funding rules, the agency must still approve rules to eliminate the prohibition against general...more
While everyone is waiting for the SEC, several states are taking their own turn at crafting regulations. Lawmakers have already passed legislation in Kansas and Georgia. North Carolina is the latest state to weigh in.
When talking about crowdfunding, there are three main players. They are the issuers, intermediaries, and investors in any deal. In this article, I am talking about equity crowdfunding as envisioned by the JOBS Act. But aside...more
Until the SEC finalizes rules to implement the JOBS Act, private fundraising, i.e. of rounds of financing without registering securities with the SEC, is restricted to accredited investors with a net worth of $1 million or...more
Although partial offers are not particularly common, with only a handful made in the past several years, in some circumstances, they could be an attractive option for companies to consider. One of the most recent was the...more
On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more
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
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
Lawmakers, led by Sen. Al Franken, D-Minn., are calling on SEC Chairmen Mary Jo White, to ban what they call “unfair” arbitration agreements. They have specifically asked the SEC to use its authority under Section 921 of the...more
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 SEC extended the compliance deadline for certain large trader recordkeeping, reporting and monitoring requirements to November 1 of 2013. The second phase of the implementation was originally scheduled to take effect on...more
Complex products remain one of FINRA’s top compliance concerns, according to CEO Richard Ketchum. Other areas of interest cited by Ketchum included conflicts of interest and exams.
Crowd funding is ubiquitous these days. Success stories abound. No wonder, according to the Crowdsourcing.org report for 2012, crowd funding levels reached $2.6 billion in 2012 and are expected to almost double in 2013. I...more
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
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
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
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
In This Issue:
- Chapter 1 Choice Of A Business Entity
- Chapter 2 Introduction To Federal Securities Laws
- Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process
- Chapter 4...more
Virtually every authoritative source of guidance on effective anti-corruption compliance emphasizes the importance of conducting a company-wide “risk assessment.” For example, U.S. authorities have stressed with regard to the...more
The truism “it’s not what you know, it’s who you know” sums up the availability of capital for most businesses. Networking is often essential to the survival of small businesses looking for money or an exit plan through a...more
In this issue:
*News from the Courts
- Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements
- Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options
- Court Rejects...more
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP, 2013 WL 911118 (Del. Ch. Feb. 22, 2013, rev. Mar. 8, 2013), the Delaware Court of Chancery held that a reverse triangular merger does not result in...more
Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to...more
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