FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
Keeping Your Due Diligence System Manageable March 31, 2014
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Take Private
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Locked Box
The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations
Polsinelli Podcast - Going it Alone: Factors Independent Hospitals Should Consider Before Joining a Hospital System
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
Bill on Bankruptcy: Big Time Lawyers Pricing Themselves Out
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?
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
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more
When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more
What Revlon Doesn't Require
- Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more
Historically – meaning until the end of 2007 – the German corporate tax law provided for limitation rules on the use of tax-wise net operating loss carryovers of a corporation, where the "loss corporation," after a change in...more
This Guide provides non-Canadians with an introduction to the laws and regulations that affect the conduct of business in Canada and, in particular, in the province of Ontario. In some cases, this Guide also identifies issues...more
I GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A -
Since Cyprus’s accession to the EU, the legislation regulating M&A activity in Cyprus has been closely aligned with Europe-wide practices.
The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l...more
Under the current Council Regulation (EC) No 139/2004 (the Merger Regulation), the Commission is only able to review transactions that lead to a change of control. The Commission also has the power to review existing minority...more
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more
A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014.
The Law makes good a promise, made by François Hollande in...more
According to Cornerstone Research, shareholders in 2012 “challenged 93 percent of merger and acquisition (M&A) deals valued over $100 million and 96 percent of transactions valued over $500 million”. Most of those cases...more
Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...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
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
When a board of directors decides to enter the company into a change-of-control transaction, the board is charged with the duty to act reasonably to secure the best value reasonably attainable for its shareholders....more
Originally published in the Daily Journal on December 21, 2012.
On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights...more
M&A activity in 2012 continued to be constrained by uncertain macroeconomic conditions, which have dampened dealmakers’ confidence. Although there were several bright spots in transactional activity, momentum was difficult to...more
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