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Forum Selection Bylaws Gain Ground

As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more

The Flawed Headcount Requirement on Schemes of Arrangement

A failed takeover of a Hong Kong-listed company has highlighted a weakness in English company law. On 16 June, a proposed take private by way of scheme of arrangement lapsed when the resolution to approve the scheme...more

FCPA Compliance and Ethics Report-Episode 95-interview with Scott Killingsworth on Private to Private Compliance Solutions [Video]

In this episode I visit with Scott Killingsworth, partner at BryanCave on his thoughts around the compliance solutions found in private-to-private compliance obligations. ...more

House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”

On September 16, the House of Representatives passed H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act.” The bill addresses a number of Jumpstart Our Business Startups Act (JOBS Act)-related matters,...more

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

Activism: An Overview from the Company Perspective

Increasingly, companies are being confronted with shareholders seeking to exercise power and influence over business activities. The term “activism” has become a buzzword to refer to shareholders seeking to make operational,...more

FCPA Compliance and Ethics Report-Episode 94-Internal Controls for Gifts, Travel and Entertainment in a FCPA Compliance Program,... [Video]

In this episode of the FCPA Compliance and Ethics Report I continue my visit with Henry Mixon on internal controls for gifts, travel and entertainment in a best practices FCPA compliance program. ...more

Canadian securities regulators reach consensus on more target-friendly take-over bid legislation

The Canadian Securities Administrators (“CSA”) have announced that they intend to publish a new proposal for changes to the regulation of take-over bids, replacing the two alternative proposals published for comment in March...more

Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss...

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more

Disclosing Merger Negotiations: The Eleventh Circuit Weighs In

Corporate merger negotiations are typically conducted under a veil of secrecy, with public disclosure withheld until the end when a definitive agreement has been signed. The fear is that premature disclosure of preliminary...more

Delaware Court of Chancery Reaffirms Enforceability of Forum Selection Bylaws

In City of Providence v. First Citizens BancShares, Inc. (Del. Ch. September 8, 2014), the Delaware Court of Chancery upheld a forum selection bylaw that designated North Carolina as the exclusive forum for certain...more

FCPA Compliance and Ethics Report-Episode 93-Internal Controls for Gifts, Travel and Entertainment in a FCPA Compliance Program [Video]

The FCPA Compliance and Ethics Report is out! Today I begin a two-part series with Henry Mixon on internal controls around gifts, travel, entertainment and business courtesies in a FCPA best practices compliance program....more

FCPA Compliance and Ethics Report-Episode 92-Interview with Matt Kelly [Video]

The FCPA Compliance and Ethics Report is out. In this episode I visit with Matt Kelly, editor of Compliance Week about the upcoming Compliance Week Europe and Compliance Week West conferences, the COSO framework and internal...more

FCPA Compliance and Ethics Report-Episode 91, Internal Controls for Third Parties Under the FCPA, Part II [Video]

In this episode, I continue my exploration of internal controls around third parties in a FCPA compliance program, with Henry Mixon. ...more

Forum Selection Bylaws Are Best Considered On A Clear Day

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

When Do You Need Acquired Business Financials in a Prospectus?

General Rule: Your prospectus must include (or incorporate by reference) financial statements for a significant acquisition of a business that has closed 75 days or more before the offering. Significant means above 20% on any...more

The Mergers & Acquisitions Review: Eight Edition: Chapter 13: Cayman Islands

OVERVIEW OF M&A ACTIVITY - The Cayman Islands experienced a significant increase in new company registrations in 2013 compared to 2012; 9,433 new companies were incorporated compared with 8,971 a year earlier. As of 31...more

FCPA Compliance and Ethics Report-Episode 89, interview with Jim McGrath on the NFL investigation scandal [Video]

In this episode of the FCPA Compliance and Ethics Report, I visit with Jim McGrath, founder of the Internal Investigations Blog. Jim talks about corporate internal investigations and lessons which may be learned from the...more

FCPA Compliance and Ethics Report-Episode 90, interview with Jimmy Lin of The Network [Video]

In this episode of the FCPA Compliance and Ethics Report, I visit with Jimmy Lin of The Network on managing third party relationships in a FCPA compliance program. ...more

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld

In City of Providence v. First Citizens Bancshares, Inc., C.A. No. 9795 (Del. Ch. Sep. 8, 2014), Delaware Chancellor Bouchard upheld a bylaw adopted by the board of directors of a corporation incorporated in Delaware...more

The CSA Proposes a New Harmonized Take-Over Bid Approach

On September 11, 2014, the Canadian Securities Administrators (CSA) announced the publication of CSA Staff Notice 62-306, which contemplates a new harmonized regulatory approach to the Canadian take-over bid regime....more

Qatar Financial Centre Regulatory Authority adopts new rules for the acquisition of significant ownership positions in QFC...

Key highlights: - QFCRA must approve a change of control, whether in direct shareholding or at a parent level, with key thresholds set at 10%, 24%, 49% and 74% of voting rights or shares. - When exceeding the...more

FCPA Compliance and Ethics Report-Episode 88, Internal Controls for Third Parties Under the FCPA, Part I [Video]

In this episode 88 of the FCPA Compliance and Ethics Report, I visit with noted internal controls expert Henry Mixon on the types of internal controls needed for third parties in a FCPA compliance program. ...more

The Mergers & Acquisitions Review: Eighth Edition: Chapter 17 - Cyprus

I GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A - Since Cyprus’s accession to the EU, the legislation regulating M&A activity in Cyprus has been closely aligned with Europe-wide practices. Prior to...more

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