Mergers & Acquisitions Business Organization

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
News & Analysis as of

Delaware Chancery Preliminarily Enjoins Merger-Related Stockholder Meeting Until Financial Advisor's Fees For Merger-Related...

On March 22, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery preliminarily enjoined a stockholder vote on the proposed acquisition by Consolidated Communications Holdings, Inc. (“Consolidated”) of...more

Allowability of Legal Costs

The next in our Infographics series walks through the allowability of costs for certain in-house legal services. It provides a quick guide to when a contractor’s legal costs may, and may not, be charged to the government....more

Employment Authorization Issues Arising From Corporate Restructuring

American business experienced a near record number of mergers and acquisitions in 2016, and this trend is likely to continue in 2017. Such corporate transactions raise a number of legal issues, including employment issues....more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

Fifth Annual Report Reviews Global Antitrust Developments

Shearman & Sterling’s 2017 Antitrust Annual Report reflects our lawyers’ experience and insights on key antitrust risks affecting our clients’ businesses. Please see full Report below for more information....more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

El Paso Pipeline GP Company, L.P. et al., v. Brinckerhoff, No. 103, 2016 (Del. Dec. 20, 2016)

In this unanimous en banc decision, the Supreme Court of Delaware reversed a $171 million judgment of the Court of Chancery, holding that the plaintiff limited partner lost standing to pursue the underlying derivative claim...more

Delaware Chancery Court Focuses On Negotiation History In Denying Former Securityholders A Milestone Payment Based On The...

On March 15, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery decided, post-trial, that a biopharmaceutical company was not required to pay a $50 million “milestone payment” under the terms of a merger...more

Important Decision by Massachusetts Supreme Court May Significantly Reduce Risk of Merger Litigation

The recent decision by the Massachusetts Supreme Court in Int'l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies...more

THE LATEST: Further Efforts to Broaden the Scope and Impact for CFIUS Reviews of Foreign Acquisitions of US Businesses

We reported earlier on the Committee on Foreign Investment in the United States (CFIUS) and its legal and practical authority to review M&A transactions for possible risks to US national security posed by foreign ownership of...more

Three Lessons All Companies Can Learn from the Data Breaches that Cost Yahoo $350 Million

Yahoo Inc. recently disclosed three massive data breaches, which compromised the personal information of 1.5 billion users and cost Yahoo $350 million in its acquisition by Verizon Communications Inc. Additionally, the...more

The new face of private equity

There is a new face of private equity in the today's mining M&A market. Private equity is no longer willing to entertain opportunities which spruik only the potential for speculative capital gains. Rather, private equity is...more

Tax support of M&A transactions

Tax issues are major aspects of complex investment transactions involving the acquisition of an active business to expand one's own business, portfolio investments intended to grow shareholder value, granting/raising project...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary...

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation...more

Death Knell to Merger Litigation for Massachusetts Corporations?

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Significant Competition Law Changes In Germany

On March 9, 2017 the German Federal Parliament passed the ninth amendment to the Act against Restraints of Competition (ARC) (Gesetz gegen Wettbewerbsbeschränkungen). The amendment is expected to come into force in Q2/2017...more

Corporate Law & Governance Update - March 2017

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

DOJ Releases Guidance on Corporate Compliance Programs

On February 8, 2017, and without the fanfare that often accompanies new policy guidance, the Fraud Section of the U.S. Department of Justice (DOJ) issued a new guidance document on corporate compliance programs (Compliance...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

The Impact of US Export Controls on the Sale of a Manufacturing Business

An owner of a US business that manufactures export-controlled items (“Export Business”) nears retirement. The owner decides to sell the Export Business. In a win for the owner, the sale of the Export Business interests both...more

Massachusetts Supreme Judicial Court Rules Merger Challenges Must Be Brought Derivatively

In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger...more

Rolls-Royce Proposed Acquisition of Spanish Rival Industria de Turbo Propulsores. The European Commission Invites Interested Third...

On 4 March 2017, the European Commission (Commission) published a notice concerning the notification of the proposed acquisition of the Spanish aircraft company Industria de Turbo Propulsores SA (Spain, ITP), by Rolls-Royce...more

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing. Thus, when a stockholder...more

1,901 Results
|
View per page
Page: of 77
Cybersecurity

Follow Mergers & Acquisitions Updates on:

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×