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FCPA Compliance and Ethics Report-Episode 214-Felipe Sousa [Video]

In this episode I visit with Brazilian journalist Felipe Sousa on his observations about the current state of anti-corruption compliance in Brazil and the ongoing Petrobras scandal....more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

Your daily dose of financial news The Brief – 11.19.15

NY state regulators have tagged Barclays with an extra $150 million in fines for its role in a Forex-manipulation scandal that’s already cost the bank $2.4 billion – NYTimes and Law360... As expected, the minutes from...more

Areas of Unique Legal Concerns and Solutions in Device M&A

With medical device related acquisitions at all-time highs, and regulatory interest from the Federal Trade Commission, the Food and Drug Administration, the Securities and Exchange Commission, and the Office of Inspector...more

FCPA Compliance and Ethics Report-Episode 212-Stephen Martin on DOJ Compliance Counsel Metrics [Video]

In this episode, I visit with Baker and McKenzie partner Stephen Martin on the recently released metrics which the new DOJ Compliance Counsel will use to evaluate corporate compliance programs under and its implications for...more

FCPA Compliance and Ethics Report-Episode 211-Matthew Stephenson, founder of the Global Anticorruption Blog [Video]

In this episode, I visit with Matthew Stephenson, Harvard Law Professor and founder of the Global Anticorruption Blog. He talks about why he founded the site, what he hopes to accomplish, some of the topics which have...more

The End of Disclosure Only Settlements in M&A Cases? Not So Fast.

Disclosure-only settlements have been popular in the past – last year, about 80% of settlements in M&A-related lawsuits were for disclosures only, according to Cornerstone Research – but lately they have come under scrutiny. ...more

The Growing Power of Fair Price and Process in Delaware Appraisal Actions

On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor...more

A Cross-Border Finance Lawyer Examines Differences in Canadian and U.S. Corporate Practice

As a U.S. finance lawyer working in Canada on cross-border deals, I have noticed a few differences between U.S. and Canadian corporate practice that impact in minor ways the transaction documents, but that may signal in some...more

"Recent Amendments to the Delaware General Corporation Law Address Fee-Shifting and Forum Selection Provisions"

It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more

FCPA Compliance and Ethics Report-Episode 208-Compliance at the Tipping Point [Video]

I discuss the four data points which have led me to conclude that the compliance function has reached a Tipping Point, in terms of its importance to the C-Suite....more

What's Market? Update: Litigation

In In re Appraisal of, Inc., C.A. No. 8173-VCG (Del. Ch. 2015), the Delaware Court of Chancery held in connection with an appraisal proceeding brought by a dissenting shareholder that the best indication of the...more

FCPA Compliance and Ethics Report-Episode 207-Mara Senn on Negotiating a FCPA Settlement [Video]

The FCPA Compliance and Ethics Report is out. In this episode I visit with FCPA practitioner Mara Senn on negotiating a FCPA settlement and what goes into the terms and conditions of settlement documents such as DPAs and...more

Healthcare & Life Sciences Private Equity Deal Tracker: MTS Health Sells DNA Diagnostics Center to GHO Capital for $110 Million

MTS Health Investors has announced it has sold portfolio company DNA Diagnostics Center (DDC) to GHO Capital Partners for $110 million. DDC, based in Fairfield, Ohio, provides DNA testing services in three main areas:...more

Preparing for the Unsolicited Bid

Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...more

ESMA updates EMIR implementation Q&A

ESMA has updated its Q&A on the implementation of European Market Infrastructure Regulation (EMIR). The update gives guidance on a procedure for counterparties and...more

Three Recent Delaware Decisions Highlight the Importance of Director Independence and Risks for M&A Financial Advisors

On September 28 and October 1, 2015, the Delaware Court of Chancery issued decisions in Caspian Select Credit Master Fund Limited v. Gohl, C.A. No. 10244-VCN and In re Zale Corporation Stockholders Litigation, C.A. No....more

FCPA Compliance and Ethics Report-Episode 205, Jonathan Armstrong on the Schrems Decision [Video]

In this episode I visit with Jonathan Armstrong, a partner at Cordery's in the UK. We visit on the Schrems decision by the European Court of Justice and its impact on compliance programs around hotline reporting and internal...more

Fraud Vitiated Special-Committee Process in Dole Merger

In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more

FCPA Compliance and Ethics Report-Episode 204-Greg Dickerson, President of Hiperos on the increased importance of third party... [Video]

In this episode, I visit with Greg Dickerson, President of Hiperos, a Opus Global company. We talk about some of the most recent compliance scandals and how the management of third parties going forward has become even more...more

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

FCPA Compliance and Ethics Report-Episode 203-Scott Lane, Chief Executive of the Red Flag Group on management of risk and delivery... [Video]

In this episode I visit with Scott Lane, Chief Executive of the Red Flag Group. Lane talks about the approaches to risk management beyond anti-corruption, risk management in the supply chain and personalized compliance...more

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

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