Securities Mergers & Acquisitions

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2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Mondelez Agrees to Pay $13 Million to Settle FCPA Charges Related to Alleged Bribery in India

On January 6, 2017, the U.S. Securities and Exchange Commission (“SEC”) announced that Illinois-based multinational confectionery company Mondelez International Inc. and its subsidiary Cadbury agreed to settle Foreign Corrupt...more

China’s MOFCOM Announces First-Ever Gun-Jumping Penalty in a Transaction Not Involving a Chinese Company

MOFCOM continues efforts to increase enforcement of its merger notification requirements, despite very limited penalty options. On January 4, 2016, China’s Ministry of Commerce (MOFCOM) announced that it had fined...more

Your Daily Dose of Financial News

The Depository Trust & Clearing Corporation—the company that “serves as the back end for much Wall Street trading”—has announced a big step forward in the embrace of blockchain technology to track and report transactions. IBM...more

SEC: Firm’s IC Failure Equals Liability For Subsequent Acquirer

The books, records and internal control provisions are an integral part of the FCPA. The Commission’s most recent action involving those provisions, however, centers on a claimed internal control failure by a firm when...more

Three Chinese Citizens Charged with Hacking New York Law Firms

Preet Bharara, the U.S. Attorney for the Southern District of New York announced that three Chinese citizens have been charged for attempting to hack into seven law firms that were involved in mergers and acquisitions, in...more

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. No. 11893-VCG (Del. Ch. Dec. 6, 2016) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery rejected defendants’ argument that certain fiduciary duty claims asserted by a pension fund with respect to a squeeze out merger adhered to the stock received as consideration...more

IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery dismissed pursuant to Rule 12(b)(6) Plaintiff IAC Search, LLC’s (“IAC”) claim against Defendant Conversant LLC, formerly known as ValueClick, Inc. (“ValueClick”), that it...more

"Hong Kong Regulatory Update - December 2016"

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong...more

Warranty and Indemnity Insurance – Is the Silver Bullet Beginning to Tarnish?

Warranty and indemnity (W&I) insurance products have been marketed as a “silver bullet,” which can bridge the gap between a buyer’s wish to receive proper deal protection and a seller’s aim of a clean exit. However, as the...more

Indictment Issued in Law Firm Hacks

In what New York’s top federal prosecutor called a “wake-up call for law firms around the world,” three Chinese citizens have been charged with hacking into the servers of two prominent – but unidentified – international law...more

Top 10 Business Divorce Cases of 2016

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

French Civil Code Reform Sparks Quiet Revolution in Management

Since the era of Napoleon Bonaparte, French contract law has largely been governed by the same Civil Code. This year has seen a quiet revolution in the French legal system, bringing about modernisations that will improve the...more

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in...

On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more

RESTRUCTURING A MULTINATIONAL CORPORATION TO OPTIMIZE EFFICIENCY AND PROFITABILITY

Attached is a free, downloadable case study (with diagrams) on the strategic, legal, tax and regulatory aspects of the implementation of a "Swiss Principal" model global restructuring for a U.S.-based industrial and...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

Your Daily Dose of Financial News

A NY state court threw out Ace Decade Holdings’ suit against UBS accusing the Swiss lender of fraud for its $500 million investment loss in a Chinese company. The court found that jurisdictional issues plagued plaintiff’s...more

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company...more

Compliance into the Weeds-Episode 21-the DOJ and Congressional Legislation in the Trump Era [Video]

In this episode, Matt Kelly and I take a deep dive into two areas which will impact compliance practitioners going forward. They are the Justice Department under the Trump Administration and the legislative process going...more

FCPA Compliance Report-Episode 293, Saskia Zandieh on the new French Anti-Corruption law, Sapin II [Video]

In this episode, I visit with Miller & Chevalier Counsel, Saskia Zandieh on the new French anti-corruption law, Sapin II. She discusses how it may improve the nation’s current anti-corruption framework, and reviews the...more

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

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