The Deal's 2nd half M&A scene: Interview with Spencer Klein, Morrison Foerster
A Price Worth Paying?
IP Assets in M&A by Richard Hsu
Axiom Law: BigLaw's Friend or Enemy?
The European Commission ("Commission") has announced its plans to both reshape the simplified merger notification process within the framework of the EUMR1 in order to extend the option of simplified...more
Our firm is often retained to assist companies evaluate environmental risk/liabilities during acquisitions and divestitures. Whether a company is preparing to divest non-core assets, or preparing for a stock sale, contingent...more
In this letter opinion, the Court of Chancery addressed plaintiffs’ application for attorneys’ fees under the corporate benefit doctrine in the context of a mooted litigation. Plaintiffs sought a $2.8 million fee award. The...more
In a recent decision by the influential Third Circuit Court of Appeals, In re KB Toys Inc., 2013 U.S. App. LEXIS 23083 at *17 (3d Cir. Nov. 15, 2013), the Court decided that “the cloud on the claim” stemming from a...more
When a company evaluates a potential acquisition target, employment agreements and non-competition agreements might not top the list of assets and liabilities it considers. A recent decision from a federal court in Florida...more
In this post-trial memorandum opinion, Vice Chancellor Glasscock conducted an appraisal proceeding in which he found that the price paid in the acquisition of CKx, Inc. (CKx or the “Company”) by Apollo Global Management was a...more
The Federal Trade Commission (FTC) has issued final rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) relating to the transfer of exclusive patent rights in the pharmaceutical industry. These new...more
We analyzed the terms of venture financings for 128 companies headquartered in Silicon Valley that reported raising money in the third quarter of 2013.
Overview of Fenwick & West Results -
Valuation results in...more
Consider it one of my (many) pet peeves – companies claim they have an “ethical” culture and cite the consistent statements by the CEO of his or her commitment to “ethics and integrity.” That’s it, that’s all, we have an...more
Along with growth in global demand for natural gas, there has been a corresponding increase in the number and value of LNG project investments worldwide. Such investments may take various forms, depending on, amongst other...more
For U.S. federal income tax purposes, a purchaser in a corporate acquisition typically prefers to acquire assets of a target corporation (“Target”) rather than stock because a purchaser that acquires assets is able to “step...more
A non-United States entity seeking to acquire a United States entity should be aware that the acquisition may expose the non-US entity to any pension plan termination and withdrawal liabilities of the US target entity in...more
Unlike the monks of Mt. Athos, I don’t adhere to the Julian Calendar (today is October 17, 2013). However, I do remain a traditionalist when it comes to Nevada Day. October 31 is the original date on which Nevada Day was...more
In In re Sirius XM Shareholder Litigation, Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media...more
I. Confidentiality Agreements And Their Effects Are Evolving -
A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more
In this opinion, Chancellor Strine dismissed plaintiffs’ complaint challenging, among other things, open-market purchases by Liberty Media Corporation (“Liberty”) of stock of Sirius XM Radio, Inc. (“Sirius” or the “Company”),...more
This newsletter's fifth edition covers key tax matters and developments in Australia, China, Hong Kong, Indonesia, Malaysia, Singapore, Thailand and Vietnam.
Special Webinar Feature
The purchase and sale of a business can be a daunting task; it often involves many unfamiliar issues, even to an experienced business owner or a potential buyer. One issue that is important to address early on is what, in...more
Over the past eighteen months, public companies have drafted their annual proxy statements knowing that they could become the next target of a new wave of disclosure lawsuits. Those suits have challenged the adequacy of...more
After running the table in the Supreme Court with a unanimous decision and then convincing a district court judge in Georgia to halt further consolidation of Phoebe Putney Health System (Phoebe Putney) and Palmyra Medical...more
This summer, the Delaware Court of Chancery twice ruled that if robust procedural protections are used, a merger involving a company with a controlling stockholder will be reviewed under the deferential business judgment rule...more
Spencer Klein of Morrison Foerster sits with The Deal to talk about major mergers and acquisitions---and how private equity came to find itself on the sidelines.
For M&A, the second half of 2013 should pick up compared to...more
Savvy consumers always conduct certain research and inspections before agreeing to purchase an item of substantial value. This is because the duty is largely upon the buyer to assess the value of the thing he or she is...more
Global mergers and acquisitions (M&A) during the first half of 2013 was down 8 percent from last year's tally, but recent developments have changed the outlook for the rest of the year, thanks to a pair of massive...more
In recent months, the New York Department of Financial Services (the DFS) has raised concerns over the perceived trend of private equity firms and other investment companies acquiring insurance companies, particularly those...more