Mergers & Acquisitions Securities

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SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

Your Daily Dose of Financial News

JPMorgan and other asset managers are pushing hard for a new type of ETF that “mimics active strategies but keeps its investments secret.” The concept hasn’t yet been embraced by the SEC, though the heavy-hitters looking to...more

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Antitrust Enforcers At It Again: More HSR Actions Against Individuals Announced

In a trend that is sure to continue no matter the policy leanings of the incoming Trump administration, the Federal Trade Commission (FTC) announced this week that it has obtained nearly $1 million in civil penalties for two...more

Annual HSR Merger Notification Threshold Adjustments Announced

On January 19, the Federal Trade Commission (FTC) announced the annual changes to the thresholds of the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act). These thresholds are adjusted annually based on changes in...more

Fractions And Squeeze Outs

The last two posts have discussed what a corporation may do with fractions of shares. I entitled the first of these posts “Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage” in partial reference to the song by...more

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

2016 half-year in review: M&A legal developments

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

Investment Outlook 2017: Deal trends in the GCC

When oil prices dropped two years ago, it took a while for the severity and durability of the new oil-price environment to sink in. The response came in 2016: governments focused on cutting expenditure, sending a cascade of...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

2017 Considerations for Israeli Companies That are Listed in the United States

In addition to our general update for foreign private issuers for the 2017 proxy season, Israeli companies that are listed in the United States are subject to a number of specific corporate governance and regulatory...more

Proposed Loss of Interest Deduction Would Boost Cost of PE Deals

Where asset acquisitions or deemed asset acquisitions are not available, the loss of the interest deduction would likely result in an increased focus on pure equity-funded transactions. Originally published on the Middle...more

Your Daily Dose of Financial News

Ratings Agency Moody’s Corp. has agreed to pay roughly $864 million to resolve federal and state claims that it gave juiced ratings to risky MBS in the run-up to the financial crisis. Half of the total will end up in DOJ...more

Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover

On December 15, 2016, the TSX Venture Exchange (TSX-V) published amended Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2...more

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Mondelez Agrees to Pay $13 Million to Settle FCPA Charges Related to Alleged Bribery in India

On January 6, 2017, the U.S. Securities and Exchange Commission (“SEC”) announced that Illinois-based multinational confectionery company Mondelez International Inc. and its subsidiary Cadbury agreed to settle Foreign Corrupt...more

China’s MOFCOM Announces First-Ever Gun-Jumping Penalty in a Transaction Not Involving a Chinese Company

MOFCOM continues efforts to increase enforcement of its merger notification requirements, despite very limited penalty options. On January 4, 2016, China’s Ministry of Commerce (MOFCOM) announced that it had fined...more

Your Daily Dose of Financial News

The Depository Trust & Clearing Corporation—the company that “serves as the back end for much Wall Street trading”—has announced a big step forward in the embrace of blockchain technology to track and report transactions. IBM...more

SEC: Firm’s IC Failure Equals Liability For Subsequent Acquirer

The books, records and internal control provisions are an integral part of the FCPA. The Commission’s most recent action involving those provisions, however, centers on a claimed internal control failure by a firm when...more

Three Chinese Citizens Charged with Hacking New York Law Firms

Preet Bharara, the U.S. Attorney for the Southern District of New York announced that three Chinese citizens have been charged for attempting to hack into seven law firms that were involved in mergers and acquisitions, in...more

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