Corporate Sales Transactions

News & Analysis as of

Sharpening the Blue Pencil: NC Court of Appeals Allows Buyer and Seller to Authorize Trial Court Reformation of Non-Competes...

With its split decision in Beverage Systems of the Carolinas, LLC v. Associated Beverage Repair, LLC, et al. (No. COA14-185), the North Carolina Court of Appeals has created a new question about the universal application of...more

Dealmakers Q&A: Baker Botts' John Martin

John W. Martin is a corporate partner with Baker Botts LLP and serves as the partner-in-charge of the firm’s Palo Alto, California, office. He also serves on the firm’s executive committee and as the firmwide technology...more

Cybersecurity and Data Privacy in Business Transactions

In This Presentation: - Data Breaches: By the numbers - Costs of Data Breach - Cybersecurity Considerations in Business Transactions - Cybersecurity in M&A Transactions - Cybersecurity –...more

CFIUS Process and Due Process: Presidential orders blocking transactions on national security grounds – the process, and the...

The President of the United States, acting upon the recommendation of the Committee on Foreign Investment in the United States (“CFIUS”) has the power to block or unwind any transaction – i.e., merger, acquisition, takeover...more

Does Your Alberta-related Deal Trigger Foreign Ownership of Land Regulations?

There is no doubt that the Agricultural and Recreational Land Ownership Act and Foreign Ownership of Land Regulations are a mouthful, but they may not always be top of mind when considering buying or leasing land in Alberta,...more

Corporate Governance Update: Handling Of Confidential Information - Briefings And Unannounced Corporate Transactions

ASIC recently released Report 393 Handling of confidential information: Briefings and unannounced corporate transactions (the "Report"). The Report results from ASIC's attendance at sample investor briefings, media-based...more

Shedding light on corporate successor liability

Depending on your point of view, corporate successor liability is either the bane of a company that buys assets or a strong protection for a creditor fighting fraud. Ordinarily, a business that buys the assets of...more

Use of Transactional Insurance Remains on the Rise

An interesting recent trend in the M&A space is the continued increase in the use of transactional insurance policies in M&A deals, particularly coverage for representations and warranties. Much of this growth has been driven...more

Analysis of Recent Trends in Warranty Insurance in Private Equity M&A Transactions

Although Warranty Insurance in M&A transactions was a novelty product five to ten years ago, Warranty Insurance has now become an industry standard in Europe, largely thanks to its wide use by private equity firms who have...more

Overview of Recent Trends in Warranty Insurance in M&A Transactions

In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and...more

Margin Call: Advanced Topics and Practice Points

In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more

Corporate and Financial Weekly Digest - Volume IX, Issue 18

In this issue: - SEC Issues Statement on the Effect of the Recent US Court of Appeals Decision on the Conflict Minerals Rule - CFTC Extends Relief From Oral Communication Recording Requirement - CFTC...more

M&A Update: Chancery Court Provides Another Lesson For A Reasonable Sale Process

In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial....more

Corporate Finance Alert: SEC Eases Social Media Restrictions

Last week, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued guidance intended to facilitate the use of social media in connection with capital markets transactions,...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

Open Source Software: Goodwill To All Or A Cancer?

Open source software sounds like a good idea. Your create some code and then put it out there for the public to use and let people build on it and improve. The only condition is that if someone improves on it and build from...more

ASIC Enforces its Newly Implemented Guidance on Rights Offerings

Following the Australian Securities and Investments Commission's (ASIC) recent overhaul of its regulatory guidance on takeovers, ASIC has demonstrated its commitment to enforcing its takeovers policy and maintaining market...more

MoFo New York Tax Insights - Volume 4, Issue 8 - August 2013

In This Issue: ALJ Disallows Combined Filing in Absence of Substantial Intercorporate Transactions; Court Rejects Constitutional Challenge to Tax Credit Deferral Legislation; New York City Loses Another Transfer Tax...more

IRS Rules That A Partially Tax-Free Transaction Qualifies As ‘Covered Transaction’ For Purposes Of The Transaction Cost...

The Internal Revenue Service (the Service) recently released Priv. Ltr. Rul. 2013-19-009, which interprets the transaction cost regulations of Treas. Reg. §1.263(a)-5....more

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

In this memorandum opinion, the Court of Chancery denied defendants’ motions to dismiss with respect to Plaintiffs’ bad faith claims. The Court’s decision was based on its finding that the complaint stated a “reasonably...more

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