Securities Mergers & Acquisitions Business Organization

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Your daily dose of financial news The Brief – 4.27.16

Alibaba’s online payment affiliate, Ant Financial Services Group, announced late yesterday that it’s raised more than $4.5 billion from investors—boosting it to a valuation of roughly $60 billion. Beyond online payments, Ant...more

Your daily dose of financial news The Brief – 4.26.16

In major media news yesterday, Gannett has bypassed Tribune Publishing’s leadership and gone directly to its shareholders with a $815 million takeover offer. If accepted, the move would add the LA Times and Chicago Tribune to...more

Revisions to Singapore takeover code

The Singapore Code on Take-overs and Mergers (“Code”) was revised by the Monetary Authority of Singapore pursuant to Section 139(6) of the Securities and Futures Act with effect from 25 March 2016. This article aims to...more

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...more

"The Resurgence of SPACs in a Quiet IPO Market"

More than 20 years old, special purpose acquisition companies (SPACs) — publicly listed companies established with the goal of acquiring unspecified targets — have recently experienced a surge in popularity. Ten SPACs for...more

MIDCO Transactions and the Expanding Universe of Transferee Liability

On April 20, 2016, partner Lawrence Hill (New York-Tax) presented a paper (co-authored with counsel Richard Nessler (New York-Tax)) titled “MIDCO Transactions and the Expanding Universe of Transferee Liability” to The Tax...more

HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"...more

The Pepper Minute: Buying and Selling the S Corporation [Video]

There are significant tax aspects involved in buying and selling an S corporation. In this short video, Pepper partner Howard Goldberg takes a few minutes to discuss various forms of buying and selling an S corporation’s...more

US Internal Revenue Service and US Treasury Department Issue Anti-Inversion Regulations

The US Internal Revenue Service issued a proposal under Section 385 of the Internal Revenue Code with respect to the treatment of instruments issued by corporations in related-party transactions as debt or equity for federal...more

The Liquidity Crunch Spurs Creative PE Deal Financing in the US

Since the 2008 financial crisis, the US Federal Reserve and other central banks in Europe have pumped trillions of dollars into the financial markets. Notwithstanding the amounts injected, a liquidity crunch in 2016 is...more

3D Printing: Where’s the Money Coming From?

Based on research we deployed, here is a general report. Like any industry, 3D printing took a while to find solid footing, but in recent years it has gained notable attention. Since 2011, 3D printing companies raised...more

How California Made Mergers Potentially More Difficult

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners. They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements...more

Narrow Reading Of HSR Investment-Only Exemption Continues

On April 4, 2016, the U.S. Department of Justice filed a civil antitrust lawsuit against activist investor ValueAct Capital. The DOJ asserts that ValueAct improperly relied on the “investment only” exemption to the...more

Activism (Re)Defined: DOJ Files Complaint Against ValueAct for Alleged HSR Act Violation

In filing a complaint and seeking $19 million of damages against ValueAct for failing to file a premerger notification and observe the statutory waiting period pursuant to the HSR Act in connection with its 2014 purchase of...more

The HSR Act and You: Failing to Report Executives' Stock Purchases and Option Exercises is No Joke

THE RULE TO REMEMBER… Whenever an individual exercises stock options, receives restricted stock awards, or even makes an open market purchase, there may be an attendant requirement to file an individual Hart-Scott-Rodino...more

Rush to conflict: Hurried transaction fails after British Columbia court finds conflicts of interest

Conflicts of interest in corporate transactions can present thorny issues for directors, management and their advisors. A British Columbia company recently found itself in a prickly situation when a proposed deal was...more

Global Private Equity Newsletter - Spring 2016 Edition: Acquisitions by Non-EU Buyers of German Targets May Require Special...

Regulatory filing and pre clearance requirements under merger control laws are well understood and, except where the merger parties have significant business overlap, rarely impede closing. However, another German regulatory...more

Asset Sale Transactions – Shareholder Approval Requirements

Canadian corporate statutes require approval by a special majority of shareholders (two-thirds) of the “sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of...more

Considering an Asset Sale Transaction? Be Aware of Shareholder Approval Requirements

In the current economic climate, many companies are seeking alternative means of accessing capital for their businesses, including by selling assets when other means of financing may not be available. When considering an...more

Proposed Amendments Further Improve DGCL Section 251(h)

Recently proposed amendments to Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”) will serve to clarify and further improve Section 251(h), which has had a significant impact on two-step...more

2016 Venture Capital Report

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital...more

Fold ‘Em or All-In? A Dealer’s Guide to Succession Planning

Bet, fold, bluff, raise, and all-in. These are all common words when playing a game of poker, or as some call it, Texas Hold’em. Would you believe that just as with playing poker, these words could also be used when talking...more

Glossary of Important Securities Regulation Terms and Definitions (Revision #2)

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Going Private Transactions in Canada's Energy Sector – On the Rise?

Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies. In a "lower for longer" commodity price environment, Canadian energy and...more

"All the time in the world": Canadian securities regulators adopt fundamental changes to take-over bid regime

The Canadian Securities Administrators (CSA) have announced the final adoption of fundamental changes to the take-over bid regime in Canada. These changes are substantially similar to a draft version of the amendments that...more

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