Securities Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
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This Week in FCPA-Episode 31, the Government Speaks edition [Video]

Show Notes for Episode 31, week ending December 2, 2016-the Government Speaks edition 1. Justice Department Assistant Attorney General Sally Yates remarks at 33rd annual ACI National FCPA Conference; 2. Head of SEC...more

New York Court Upholds Insider-Trading Verdict

U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more

DLA Piper Global M&A Intelligence Report Video

DLA Piper's 2016 M&A Intelligence Report is based on data from about 500 deals from Europe, North America and Australia, giving a truly global perspective on how M&A deals get done. It looks at the differences between...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

Compliance into the Weeds-Episode 20-transaction monitoring [Video]

What is risk and how should it be evaluated? What is the data that should be reviewed to determine if an increase in sales is based on unethical or even illegal behavior? Finally, what happens when you migrate company...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Your Daily Dose of Financial News

Loyal Starwood pointers have been waiting anxiously to hear what the hotel brand’s merger with Marriott will mean for their coveted reward system. They’ll have to wait a bit longer, but here are a lot of answers to other...more

Your Daily Dose of Financial News

A new trading link dropping next week will give international investors access to more than 800 stocks listed on China’s Shenzhen stock market, the boom/bust venue best known for its “rampant speculation”....more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more

New Tender Offer CDIs Issued by SEC’s Office of Mergers and Acquisitions

The SEC’s Division of Corporation Finance staff issued seven Tender Offers and Schedules C&DIs on November 18th in relation to aspects of the tender offer rules under Regulations 14D and 14E. As administered by the Division’s...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

New FINRA Capital Acquisition Broker Rules May Offer Limited Relief to Private Investment Fund Advisers

The U.S. Securities and Exchange Commission (“SEC”) recently approved a Financial Industry Regulatory Authority (“FINRA”) proposal to adopt a new regime for the regulation of electing broker-dealer firms that meet the...more

This Week in FCPA-Episode 30, the Thanksgiving Edition [Video]

Show Notes for Episode 30, week ending November 18, 2016-the Thanksgiving edition: 1. Teva Pharmaceuticals reserves $520MM for FCPA settlement, . 2. JP Morgan FCPA enforcement action surrounding its ‘Sons and Daughters’...more

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

Back to the drawing board: Canadian Government divestiture order in national security case set aside and new review to take place

In a consent order dated November 9, 2016, the Federal Court ordered the setting aside of a Cabinet order requiring a Chinese investor to divest control of a Canadian business for national security reasons....more

SEC Charges Executive With Fraud in HP Acquisition

The SEC filed an action against the CEO of a U.S. subsidiary of a U.K firm who implemented a financial fraud at the behest of his superiors. The firm was eventually sold to a U.S. public company at an inflated price based on...more

Eagle Pharmaceuticals to Acquire Arsia Therapeutics

This morning, Eagle Pharmaceuticals announced that it has entered into an agreement to acquire Arsia Therapeutics. According to Arsia’s website, Arsia’s technology enables the production of high-concentration, low-viscosity...more

Your Daily Dose of Financial News

The bond market seems to have a pretty good guess of things to come, at least. The bond market lost more than $1 trillion in value last week, and 30-year US bond yields rose the most since January 2009—all in anticipation of...more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Buy-Side Warranty and Indemnity Insurance – Increased Coverage Gaps

As warranty and indemnity insurance continues to offer bespoke policies in an ever competitive market, we consider the key considerations for buyers at the outset of a transaction and the common gaps in...more

Your Daily Dose of Financial News

In a closely watched battle over the DOL’s new fiduciary rule for retirement account investment advisers, the Labor Department has scored an early first victory. A DC federal judge ruled late last week that the rule at issue...more

FINRA “Capital Acquisition Broker” Rules are a Solution for Private Equity and Hedge Funds and Private Investment Banking/M&A

The CAB Rules will enter into force on April 14, 2017. On January 3, 2017, FINRA will begin accepting applications for CAB registration from new applicants and existing FINRA members that wish to be re-designated as CABs, and...more

Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management

Investors considering engaging with management should take note of a recent informal interpretation received from the FTC’s Premerger Notification Office (PNO) advising that certain seemingly “passive” behavior is...more

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