Securities Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
News & Analysis as of

Court Of Chancery Again Accepts Merger Price In An Appraisal

This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Supreme Court Confirms Limited Scope Of The Fair Dealing Covenant

This is another decision that confirms that the implied covenant that the parties will act in good faith and deal fairly with one another is not available to expand the parties’ contract rights. ...more

Court Of Chancery Upholds Primacy Of Purchase Price Adjustment Clause

The buyer’s rights under a stock purchase agreement sometimes seem in conflict. This decision resolves such a conflict by holding that under the terms of the agreement, the purchase price adjustment process trumps the buyer’s...more

UAE Corporate Law Reform

The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime. 1. New UAE Commercial Companies Law UAE Federal Law No. (2) of 2015 Concerning Commercial...more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Obligations Under Earn-Outs Are Limited to What the Words Say

The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of the merger agreement prohibited the buyer from...more

Delaware Court of Chancery Examines Relationship between Company’s Drag-Along Right and Stockholder’s Waiver of Right to Appraisal

In Halpin v. Riverstone National, Inc., the Delaware Court of Chancery examined the language of a stockholders’ agreement to determine whether Riverstone had properly exercised its contractual drag-along right and triggered a...more

Chancery Applies Contract Principles in Preferred-Shares Dispute

In Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising...more

FCPA Compliance and Ethics Report-Episode 153-Doing Compliance in an Economic Downturn [Video]

The energy industry is in turmoil from the drop in the price of oil from $100 down to around $50 per barrel. Many energy companies have laid off up to 30% of their workforce. What can you do from the compliance perspective...more

Southern District Allows SEC Insider Trading Case to Proceed, Distinguishing Newman

A recent decision from the United States District Court for the Southern District of New York allowing a U.S. Securities and Exchange Commission (SEC) civil enforcement action to proceed against two former stockbrokers for...more

2015 Global High-Yield Bond Study

In This Issue: - Executive Summary - Methodology - Definitions - Categories of Analysis - High-Yield Bond Study: ..Call Protection ..Change of Control Portability...more

The New UAE Commercial Companies Law

The UAE has introduced a new Commercial Companies Law (UAE Federal Law No. 2 of 2015) (the New CCL), which replaces the previous Commercial Companies Law (UAE Federal Law No. 8 of 1984, as amended) (the previous CCL). The New...more

SDNY Denies Motion to Dismiss SEC Insider Trading Complaint Despite Newman Holding

The US District Court for the Southern District of New York recently denied two defendants’ motion to dismiss a Securities and Exchange Commission complaint alleging that they committed insider trading, holding that the...more

Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial...more

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

FCPA Compliance and Ethics Report-Episode 151-Glenn Lammi of the Washington Legal Foundation [Video]

In this episode I visit with Glenn Lammi of the Washington Legal Foundation who discusses the work of the WFL....more

Give and Take: Canadian Securities Regulators Ease Disclosure Burdens on Venture Issuers but Enhance Audit Committee Member...

On April 9, 2015, the Canadian Securities Administrators announced amendments to the continuous disclosure and governance obligations of venture issuers in three national instruments: National Instruments 51-102 Continuous...more

NASAA M&A Broker Model Rule

On January 15, 2015, the Broker-Dealer Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed uniform state model rule (the Model Rule) regarding the exemption of certain...more

Alert: Scope of EU Merger Control Reforms in Doubt

Recent comments by the European Commissioner for Competition, Margrethe Vestager, indicate that European Commission staff still have some persuading to do over their proposal to extend the scope of European merger control to...more

The CSA Announces Proposed Amendments to the Take-Over Bid Regime

On March 31, 2015, the Canadian Securities Administrators (CSA) announced the publication of proposed amendments to the Canadian take-over bid rules....more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...more

FCPA Compliance and Ethics Report-Episode 148-Mike Volkov on Criminal Enforcement of the Internal Controls Provisions of the FCPA [Video]

In this episode I visit with Mike Volkov on his recent series on internal controls under the FCPA and his belief that the DOJ may be moving towards criminal enforcement of the internal controls provisions....more

FCPA Compliance and Ethics Report-Episode 147-Prof. David Orozco on the use of compliance as a business strategy [Video]

In this episode I visit with Florida State University Professor David Orozco about his recent article on the use of corporate legal as a business strategy and its implications for the compliance practitioner. ...more

1,553 Results
|
View per page
Page: of 63

Follow Securities Updates on:

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* 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.
×