Securities General Business Mergers & Acquisitions

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Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (Del. Ch. Feb. 26, 2015) (Glasscock, V.C.)

In this decision, the Court of Chancery granted a motion for summary judgment for minority stockholders asserting appraisal rights in a squeeze-out merger. The Court assumed, without deciding, that a common stockholder may...more

FCPA Compliance and Ethics Report-Episode 144-SEC Enforcement of the FCPA, Part I [Video]

In this episode I begin a two-part exploration of the differences between the Securities and Exchange Commission enforcement of the FCPA from the Department of Justice enforcement. ...more

Fortis Advisors LLC v. Dialog Semiconductor PLC, C.A. No. 9522-CB (Del. Ch. Jan. 30, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss certain claims relating to a dispute over earn-out payments owed to the former equity holders of iWatt, Inc. (“iWatt”) following the sale of iWatt...more

Stock and Asset Sales: Tax Consequences of Each Transaction

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities....more

FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action [Video]

In this episode I take a deep dive into the Goodyear FCPA enforcement action. I review the underlying allegations and the lessons learned for the compliance practitioner. ...more

Foreign Corrupt Practices Act Discussions at the 2015 ABA White Collar Institute Focus on M&A, Self-Reporting and Individual...

The prosecution of corporations always makes good headlines. But the emerging trends in these corporate prosecutions tend to be at the margins and therefore less reported—prosecutors commit to sustained and vigorous...more

FCPA Compliance and Ethics Report-Episode 141-Pi Day and Compliance Programs [Video]

In this episode, recorded on Pi Day, March 14, 2015, I consider the math symbol Pi and how it relates to the symmetry of a FCPA compliance program. ...more

SEC FCPA Enforcement Action against Goodyear and Investigation of Mondelez International Provide Valuable Lessons for U.S....

Action Item: The Securities and Exchange Commission’s enforcement action against Goodyear Tire & Rubber Company and its investigation of Mondelez International provide key lessons to U.S. companies seeking to acquire foreign...more

FCPA Compliance and Ethics Report-Episode 140-Leona Lewis [Video]

In this episode I visit with Leona Lewis who recently left the compliance function at Best Buy to found her own compliance entity, ComplyEthic. Leona brings some very interesting insights from her days in consumer retailing...more

FCPA Compliance and Ethics Report-Episode 139-Amy Lilly, President of GHBER [Video]

In this episode I interview Amy Lilly, President of the Greater Houston Business and Ethics Roundtable (GHBER), the premier ethics and compliance organization in Houston. ...more

ASX Releases Consultation Paper On Continuous Disclosure Updates

On 6 March 2015, the ASX published its Consultation Paper in relation to its proposed changes to Guidance Note 8 relating to continuous disclosure. ASX intends to make changes to its guidance relating to analyst and investor...more

"Proposed DGCL Amendments to Address Fee Shifting, Forum Selection and Appraisal Proceedings"

On March 6, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address fee shifting, forum selection and appraisal...more

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more

Goodyear FCPA Settlement Highlights Importance of Thorough Pre-Acquisition Due Diligence

On February 24 the SEC charged Ohio-based Goodyear Tire and Rubber Company with violating the books and records provisions of the Foreign Corrupt Practices Act (FCPA). Goodyear agreed to  pay $16.2 million to settle the...more

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

Reminders from the Goodyear FCPA Settlement

FCPA settlements carry with them a basket of compliance and enforcement lessons. The recent Goodyear settlement with the SEC for $16 million carries some important compliance and strategic reminders for ethics and compliance...more

FCPA Compliance and Ethics Report-Episode 138, Tribute to Mr. Spock and Strict Liability for Internal Controls Under the FCPA [Video]

In this episode, I pay tribute to Leonard Nimoy and his immortal character Mr. Spock. I also discuss that the SEC may be moving towards a strict liability standard for internal controls under the FCPA....more

Carolinas Corporate Update

We are pleased to share the following representative engagements from 2014: Strategic M&A - We advised private and public companies and their subsidiaries, both domestic and foreign, in their merger and...more

Restricting Share Capital Reductions in Takeovers

The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (the “Regulations”) came into force on 4 March 2015. The Regulations amend section 641 of the Companies Act 2006 to prevent a company from reducing its share...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

FCPA Compliance and Ethics Report-Episode 137, interview with Loren Steffy [Video]

In this episode I visit with Loren Steffy, former business columnist from the Houston Chronicle. ...more

M&A Deals Continue To Be Challenged In Shareholder Litigation

The percentage of M&A deals challenged by shareholder suits remained largely constant last year while the number of suits filed against each deal declined slightly, according to a recent report by Cornerstone Research (here)....more

FCPA Compliance and Ethics Report-Episode 136, Joel Borgquist, President of Etik [Video]

In this episode, I visit with Joel Borgquist, President of Etik a company that works to insure transparency in corporate social responsibility programs and assists in conflict resolution. ...more

Exercising Drag-Along Rights After Merger Did Not Waive Appraisal Rights

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more

New Louisiana Business Corporation Act: A Dozen Key Changes to Consider

The old Louisiana Business Corporation Law (Old LBCL) was replaced by the new Louisiana Business Corporation Act (New LBCA) on January 1, 2015. The complete text of the New LBCA can be found in this post, and the following...more

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