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Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

by Farrell Fritz, P.C. on

The common perception among practitioners familiar with the business entity laws of New York and Delaware is that Delaware law generally is friendlier to, and more protective of, majority ownership and management interests....more

Legislation Relating to Capital Formation

As the 115th United States Congress is currently in session, a number of bills designed to promote capital raising for companies have been introduced in both the House and the Senate. In the last two months, both the House...more

30,000 Foot View: State Of The Oil Patch

by Fox Rothschild LLP on

Big picture concepts have filled my mind lately – I am trying to take a step back and see the whole picture instead of getting too deep in the weeds and isolated details. It made me curious – what is the 30,000 foot view of...more

Contract Corner: Change Management in Commercial Contracts (Part 1)

by Morgan Lewis on

While a primary goal of any well-crafted commercial agreement is durability—terms that work for the life of the agreement—the only certainty in the course of a long-term commercial relationship is the inevitability of change....more

Russian Legislation Update: May 2017

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of May 2017. In this issue: - Banking - Corporate...more

Trailblazer Foods’ President Rob Miller discusses business acumen, industry growth in Pacific Northwest: Schwabe, Williamson &...

With all the branded products available in today’s grocery stores, what does it take for a private label manufacturing company to make it?...more

Compliance’s Role in Preventing the Next “WannaCry” Cyberattack

by NAVEX Global on

The global chaos unleashed by the WannaCry ransomware virus reinforces that cyberattacks are not just the problem of IT departments. Compliance must play an integral part of any organization’s cross-functional cybersecurity...more

Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

NASAA adopts statement of policy to usher in e-delivery and e-signature for non-traded offerings

by DLA Piper on

Under an initiative approved last week by the membership of the North American Securities Administrators Association (NASAA), sponsors, issuers, broker-dealers and others involved in the offer and sale of shares of non-traded...more

Tax administrations prepare for automatic exchange of CbC reports - are you ready? Three takeaways

by DLA Piper on

OECD announced that another important step has been taken to implement country-by-country (CbC) reporting requirements, as signatories to the Multilateral Competent Authority Agreement on the Exchange of CbC Reports (the CbC...more

Doing Business in Saudi Arabia 101: Investing in the Kingdom

by Dechert LLP on

President Donald Trump will be making his first official overseas trip as president to the Kingdom of Saudi Arabia, commencing May 20, 2017. During the course of the president’s trip, over US$100 billion worth of...more

Blog: Considerations Regarding The Defensive Health Of Newly Public Companies

by Cooley LLP on

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

by Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

IRS Issues Guidance on “North-South” Transactions

by Proskauer - Tax Talks on

On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced...more

Re-examining purpose clauses and Quistclose trusts

by Dentons on

In CCM Industrial Pte Ltd (in liquidation) v Chan Pui Yee [2016] SGHC 231 (CCM Industrial), the liquidators of CCM Industrial Pte Ltd (the Company) brought a claim for the recovery of certain payments (the Payments) to the...more

Korea Newsletter - May 2017

by McDermott Will & Emery on

Recent Representative Matters and News - ACUSHNET IPO - McDermott represented Korean private equity funds Mirae Asset Private Equity Partners Fund VII, Neoplux No.1 Private Equity Fund, and Woori Blackstone Korea...more

The Lodging Industry Investment Council’s Top Ten: investment trends and challenges

For well over a decade, the members of the hotel industry’s preeminent think tank, “LIIC – The Lodging Industry Investment Council,” are annually surveyed to develop a list of the major hotel investment opportunities and...more

DOJ Casts Shade on Proposed Chicago Sun-Times Newspaper Sale

by Reed Smith on

The Department of Justice Antitrust Division (DOJ) announced May 15 that it is investigating the proposed acquisition of the Chicago Sun-Times newspaper by the owner of rival publication the Chicago Tribune. As a condition of...more

So You’re Looking To Exit – What If I Breach A Representation Or Warranty?

by Fox Rothschild LLP on

As mentioned in the first post of this series, the goal of many entrepreneurs is to seek venture capital financing or ultimately sell their company in an “exit” merger or acquisition. Upon making representations and...more

Germany: Insolvency Claw-back Reform Provides Some Relief for Creditors

by Latham & Watkins LLP on

The reform of claw-back rights in German insolvency proceedings which provides for more legal certainty for creditors has become effective on 5 April 2017. Following their interpretation by German courts, the claw-back...more

Tips for a Startup Manufacturer in Negotiating Vendor Contracts

by JD Supra Perspectives on

As a startup manufacturer, vendor contracts are one of the most common types of agreements you are likely to encounter. ...more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

European Commission Final Report on E-Commerce Sector Inquiry

by McDermott Will & Emery on

On 10 May 2017, the European Commission published its final report on the e-commerce sector inquiry. The report is divided into two sections, covering e-commerce issues in relation to consumer goods and digital content. It...more

How Will Pro-Business President Emmanuel Macron’s Agenda Impact Business in France and the EU?

by Morgan Lewis on

New French President Emmanuel Macron intends to implement a pro-business agenda and give France the image of a country that is dynamic and well-integrated in the global economy....more

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