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Securities Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Fed’s Open Markets Committee meets today, and despite relatively robust economic numbers of late, the lack of oped-for inflation (among other things) is likely to keep the Fed from moving on interest rates again at this...more

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

German Government Amends German Foreign Trade and Payments Ordinance to Widen Control of Foreign Takeovers of Critical German...

by WilmerHale on

On July 12 the German federal government adopted important amendments (the amendments) to the German Foreign Trade and Payments Ordinance (the Ordinance), allowing for wider control of foreign corporate takeovers with a view...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

With all of Europe closely eyeing the ECB for hints about its move away from aggressive bond buying, some cities that have benefited disproportionately from the QE are being forced to consider what life on the other side will...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A Tuesday Times op-ed accuses Wall Street of “fleec[ing]” American pension plan, mutual fund, and insurance policy investors by routing orders to particular exchanges in return for “rebates”—fractions of cents for each trade...more

Amended German Investment Controls: Increased Scrutiny and Delays for German Target M&A Deals with Non-EU Buyers

by Dorsey & Whitney LLP on

In line with an apparent trend towards tighter trade and investment controls in various countries, the German government last week adopted stricter rules on investments in German companies by non-EU parties (an EFTA-based...more

Selling to China: Four Key Questions All Private Equity Deal Teams Should Ask on an Exit

by Latham & Watkins LLP on

Chinese acquirers are playing an increasingly important role as buyers of private equity sponsored companies — nearly 200 portfolio companies were sold to Chinese entities in 2016. However, in our view, measures taken by the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

We covered subprime auto yesterday. Today, it’s the other growing debt concern in the US—student loan obligations. Though here’s an unexpected take on it: due to missing or fake documentation, billions in defaulted student...more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...more

Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?

by Farrell Fritz, P.C. on

Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Activist investor Nelson Peltz is officially taking on his biggest target yet—consumer-products giant Procter & Gamble. The announcement begins the public stage of a fight we’ve been waiting for since Peltz’s Trian Fund Mgmt...more

Philips Acquires Spectranetics for $2.16 Billion

by Knobbe Martens on

According to a June 28, 2017 press release, Dutch healthcare company Philips has agreed to buy Colorado Springs-based Spectranetics Corporation, a cardiac device manufacturer, for approximately 1.9 billion euros ($2.16...more

Blog: Monetizing an Earn-Out – Does That Make It a “Security?”

by Cooley LLP on

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development...more

Financial institutions M&A: Market infrastructure

by White & Case LLP on

Payment systems / e-money providers - Current market: - Upward - Regulatory change continues to be a key driver of M&A activity - We are seeing: - Strategic M&A deals and financial sponsor interest...more

Corporate Venture Capital 2017 - Structures, Challenges, Success Factors

In a time of ever-shorter innovation cycles and the increased digitalization of many value-added chains, established businesses need to constantly evolve and reinvent themselves – even going so far as to rethink their core...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Here’s the other shoe for that news that all the big banks passed their Fed stress tests the other day: are the “bad old days of enormous leverage and freewheeling deals” and the risk inherent in them back, too?....more

Corporate Venture Capital 2017 - Strukturen, Herausforderungen, Erfolgsfaktoren

In a time of ever-shorter innovation cycles and the increased digitalization of many value-added chains, established businesses need to constantly evolve and reinvent themselves – even going so far as to rethink their core...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A banner round of stress-testing for the US’s biggest banks (all passed for the first time in the test’s 7-year history) is seen as paving the way for banks to pay out their largest dividends in nearly a decade....more

A Working Capital True Up is not an End Run on a Liability Bar

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Supreme Court examined the interaction between a working capital true up and alleged breaches of financial statement representations and...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Call it the Loeb effect: just days after Third Point announced its sizeable stake in Nestle, the company is preparing to spend billions on stock buybacks in an effort to create value for shareholders, hinting that it would...more

Delaware Supreme Court Affirms Dismissal Of Disclosure Claim Based On Subsequent Employment Of Special Committee Chair By Legal...

by Shearman & Sterling LLP on

On June 15, 2017, the Supreme Court of Delaware affirmed dismissal of a putative stockholder class action alleging breach of fiduciary duty by the directors of Blount International, Inc. (“Blount”) and aiding and abetting...more

Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by House

by Farrell Fritz, P.C. on

On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186. Congress loves acronyms, and here “CHOICE” stands for Creating Hope and Opportunity for Investors, Consumers and...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Troubled Japanese auto parts maker Takata, “crippled by vast airbag recalls,” has filed for bankruptcy protection in the US and is planning to sell its surviving operations to Key Safety Systems, an American rival owned by a...more

Cannabis companies: Think twice about ‘Alternative Public Offerings’

by Thompson Coburn LLP on

As many cannabis industry watchers know, one of the primary challenges still facing cannabis businesses is access to capital, as we have discussed previously on Tracking Cannabis. Heavy regulation in the industry and...more

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