Securities Mergers & Acquisitions

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New 871(m) Regulations Finalize Dividend Equivalent Payment Withholding Rules for Equity Derivatives

On September 17, 2015, the IRS and the Treasury Department issued final, temporary, and proposed regulations under section 871(m) of the Internal Revenue Code (collectively, the “new regulations”) that provide the rules for...more

HSR Enforcement Continues Swiftly: $240K Settlement Announced with FTC for Failure to File

On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...more

Five Settle Insider Trading Charges with SEC

The SEC filed a settled insider trading case which names as defendants two attorneys, an accountant and two other individuals. The action is based on information misappropriated from a corporate director by his personal...more

In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. July 13, 2015) (rev'd July 30, 2015) (Laster, V.C.)

In this memorandum opinion, the Delaware Court of Chancery granted a defendant’s motion for summary judgment, holding that the continuous holder requirement set forth in Section 262 of the General Corporation Law of the State...more

Making the Most of Earn-outs

Earn-outs, where additional consideration is paid post-completion based on the performance of a target business, are becoming increasingly common in private M&A transactions. Our recent survey of European deals between July...more

Mannix v. PlasmaNet, Inc., C.A. No. 10502-CB (Del. Ch. July 21, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss and approved a settlement whereby certain former stockholders would dismiss their appraisal demands in exchange for shares of the surviving...more

In re Riverbed: The Beginning of the End for Disclosure-Only Settlements in M&A Cases?

The past decade has seen an incredible rise in M&A litigation. According to Cornerstone, in 2014, a whopping 93% of announced mergers valued over $100 million were subject to litigation, up from 44% in 2007. As Delaware...more

Request for Comment on Regulation S-X

The SEC recently published a request for comment on Regulation S-X, which signals an important step in the Commission’s continuing review of disclosure requirements. The request for comment is focused on financial statement...more

Considering Selling Your Company? Tip #3: Understand the Current Funding Environment

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

Disclosure-Only Settlements Face Continued Scrutiny In Delaware

On Thursday, September 17, 2015, in In re Riverbed Technology, Inc. Stockholders Litigation, the Delaware Chancery approved a disclosure-only settlement related to the go-private deal for Riverbed Technology, Inc. Although...more

FCPA Compliance and Ethics Report-Episode 201-Maurice Gilbert on Hiring in Compliance, Part III [Video]

In this final episode of a 3-part interview with Maurice Gilbert, Managing Director of Conselium, Gilbert discusses keys to interview preparation and execution and what to expect in the offer phase of the hiring process. Be...more

FCPA Compliance and Ethics Report-Episode 199-Louis Sapirman on using social media in a compliance program [Video]

In this episode, I visit with Louis Sapirman, the CCO at Dun & Bradstreet. He discusses how he has integrated social media into the fabric of his company's FCPA compliance program. ...more

2015 Guide to Acquiring US Public Companies

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

A Farewell to Alms? Peppercorn Settlements of M&A Litigation

An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more

Five Tips for a Successful Exit

Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more

FCPA Compliance and Ethics Report-Episode 200-Mike Volkov on the Yates memo [Video]

In this 200th anniversary episode I visit with Mike Volkov about the implications from the Yates Memo going forward for FCPA enforcement. Volkov also gives his thoughts on the recent GM ignition scandal settlement, which is...more

In re Dole Food Co., Inc.; A Going-Private Primer

In an August 27, 2015 decision, Vice Chancellor Laster of the Delaware Chancery Court found that the chief executive officer (David H. Murdock) and president and general counsel (C. Michael Carter) of Dole Food Co., Inc....more

FCPA Compliance and Ethics Report-Episode 197-Jerod Morris on creating a remarkable listener experience [Video]

The FCPA Compliance and Ethics Report it out. In this episode Rainmaker VP Jerod Morris talks about his 4 steps to creating a remarkable user/listener experience. This is a must listen for the compliance practitioner who is...more

Activist Funds Must Comply with HSR Premerger Reporting Rules

The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

Transaction Trend Advisory: U.S. Craft Brewery Joint Ventures with Foreign Breweries

The recently announced transaction between Lagunitas Brewing Company and Heineken N.V. marks the third transaction over the last ten months between a major U.S. craft brewery and a large foreign brewery. The prior two...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

FCPA Compliance and Ethics Report-Episode 194-Maurice Gilbert, Hiring in Compliance-Part II [Video]

In this episode, I continue my discussion with Maurice Gilbert, Managing Partner at Conselium. In this Part II of a 3-part series, he discusses how he determines potential candidates for a CCO or compliance position and then...more

Delaware Chancery Court Rejects Allegations Assailing Independence Of VC Directors In Dismissing Derivative Suit

A recent Delaware Chancery Court decision dismissing derivative fiduciary duty claims has significance for public companies with board members who are associated with venture capital firms. ...more

Passive Means Passive! Missed HSR Filing Spurs Antitrust Enforcers' Ire - But Change May Be Coming

The Federal Trade Commission, in its latest enforcement action relating to Hart-Scott-Rodino Act compliance, reminds investors that strict adherence to HSR filing requirements is a must, but also may have signaled that a long...more

FCPA Compliance and Ethics Report-Episode 192-Mike Shepard on the Increased FCPA scrutiny around internal controls and best... [Video]

In this episode I visit with Mike Shepard, a partner at Hogan Lovells. He discusses the increased SEC scrutiny of internal controls in FCPA enforcement. He also gives his thoughts on the use of data analytics in a best...more

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