News & Analysis as of

Buy-Out Agreements

THE LATEST: Behavioral Remedy Satisfies European Commission in Rolls-Royce’s €720M Agreement to Purchase the Rest of ITP

by McDermott Will & Emery on

WHAT HAPPENED: ..Rolls-Royce and SENER have a 47 percent/53 percent joint-venture in Industrial de Turbo Propulsores (ITP)–an aircraft engine components manufacturer....more

Withdraw a Dissolution Claim? Not So Fast

by Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Has New Jersey Gone Off Its DLOM Rocker?

by Farrell Fritz, P.C. on

Whenever I contemplate New York’s unusual case law on the discount for lack of marketability (DLOM) in statutory fair value buy-out proceedings, I cast my eyes westward, to the far banks of the Hudson River, and take comfort...more

Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom

by Farrell Fritz, P.C. on

Mediation has grown in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration, including business divorce cases. This episode features an...more

Mediating Business Valuation Disputes

by Farrell Fritz, P.C. on

Mediation continues to grow in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration. Mediation allows the parties to air their grievances...more

Business Appraisers Spar Over Tax Rates, Market Approach and Other Key Issues in Fair Value Buy-Out Case

by Farrell Fritz, P.C. on

As promised in the postscript to last week’s post about the appellate ruling in the Gould case, affirming Justice Platkin’s order granting the oppressed minority shareholder’s dissolution petition involving a pair...more

Race to the Exit as Professional Practice Falters

by Farrell Fritz, P.C. on

Does a shareholder have a fiduciary duty not to exercise a contractual right under the shareholders’ agreement to resign and demand a buy-out of his shares by the financially distressed corporation, particularly when the...more

Why Luxembourg remains a jurisdiction of choice for private equity

by Hogan Lovells on

1. Framework for an exit from an SARL - Prior to 23 August 2016, any transfer of shares to non-shareholders of an SARL was subject to the prior approval of the shareholders holding not less than 75% of the SARL's share...more

Know Your Code: Open Source Usage Can Close Software

by Latham & Watkins LLP on

Buyout firms spent more than $39.38bn acquiring technology businesses in H1 2016, accounting for 28% of all global deal value and making technology the preferred sector for investment during the period. With investment...more

UK Prudential Regulation Authority Publishes Final Rules for Buy-Outs of Variable Remuneration

by Shearman & Sterling LLP on

The Prudential Regulation Authority published a Policy Statement and final rules on buy-outs of deferred variable remuneration, i.e., where a firm compensates a new employee for deferred variable remuneration not received...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

by Holland & Knight LLP on

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

Private equity in Italy: market and regulatory overview

by Latham & Watkins LLP on

How do private equity funds typically obtain their funding? Private equity funds continued to have a diverse investor base in 2015. Although with a significant decrease from the 2014 figure of 68%, about 48% of the...more

Oil price turbulence benefits the opportunistic

by Latham & Watkins LLP on

The prolonged turbulence in oil prices has brought cost reduction programmes, the shelving of projects, and insolvencies in the oil field services (OFS) and exploration and production (E&P) sectors — and has presented a once...more

M&A Update: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out...

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more

SEC Files Another Suspicious Trading Case

by Dorsey & Whitney LLP on

Outsized trades continue to draw SEC scrutiny and enforcement actions – even where the agency does not have the evidence to fully plead a claim. Despite the difficulties of these so-called “suspicious” trading cases, in many...more

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

Does Your Employee Incentive Plan Create an Early Pay-Out and Exit for Key Employees at the Owners’ Expense?

by PilieroMazza PLLC on

Business owners have at their disposal a variety of employee incentive compensation tools to attract and retain talent. In terms of employee incentive plan design, business owners work to strike a balance between...more

In re Family Dollar Stores, Inc.: No Revlon Duty to Seek Better Terms From Competing Bidder

by Goulston & Storrs PC on

Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more

Expedited Proceedings Denied Where Harm Is Only Speculative

by Katten Muchin Rosenman LLP on

The Delaware Chancery Court recently denied a shareholder’s motion to expedite proceedings to enjoin a company buyout, finding that the shareholder failed to show that any threatened harm from the buyout was imminent,...more

Midstream MLP Merger Mania Maintains Momentum

by Latham & Watkins LLP on

The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified. At least five MLP M&A transactions have been...more

Texas Supreme Court's Recent Shareholder Oppression Opinions Reaffirm Primacy of Common Law Fiduciary Duties Under Gearhart

by Jackson Walker on

In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more

But What About The Company?

by Ervin Cohen & Jessup LLP on

For many married couples in California and other community property states, a closely-held business is the most valuable community asset. And whether or not they’re in a community property state, both spouses may be active...more

Seventh Circuit Reverses Summary Judgment in Case Applying ERISA’s Statute of Limitations

by Goodwin on

A Seventh Circuit panel declined to apply ERISA’s three-year statute of limitations to bar fiduciary claims in a case arising out of a buy-out transaction involving an employee stock ownership plan. The court held that the...more

Study of the European Parliament on the Protection of Creator's Rights in a Changing Environment

by White & Case LLP on

Copyright law is lagging behind reality due to the interminable development in the field of modern technology. This widespread prejudice is confirmed by a study recently released on behalf of the European Parliament (the...more

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