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Disclosure Requirements Tender Offers

Latham & Watkins LLP

The FSR Will Soon Apply: What Companies Need to Know

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The EU’s new regime for tackling foreign subsidies will kick in on 12 July 2023. On 10 July 2023, the European Commission (Commission) published the final text of the Implementing Regulation (Final IR) on proceedings...more

Mayer Brown Free Writings + Perspectives

Tender Offer Rules and Schedules: Questions and Answers of General Applicability

On March 17, 2023, the Staff of the Securities and Exchange Commission provided updated compliance and disclosure interpretations relating to tender offers and exchange offers. The new guidance is reprinted here for ease of...more

Latham & Watkins LLP

Navigating Debt Repurchases: What You Need to Know - October 2022

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This Client Alert examines the key issues that typically arise in non-convertible bond repurchase programs, before turning to the issues unique to repurchases of syndicated bank debt. It also looks at issues applicable to...more

Holland & Knight LLP

Addressing Underwater Stock Options

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Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more

Goodwin

Public Companies: Time to Consider Repricing Underwater Stock Options?

Goodwin on

​​​​​​​Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more

Latham & Watkins LLP

The Latham & Watkins Take-Private Guide: An Overview of Acquiring a US Public Company

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This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...more

Skadden, Arps, Slate, Meagher & Flom LLP

Debt Repurchasing Considerations in an Uncertain Market

In light of the recent downturn and increased volatility in the global financial markets due to the COVID-19 pandemic, a number of companies have raised questions regarding the best practices and desirability of repurchasing...more

Stinson - Corporate & Securities Law Blog

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Proskauer Rose LLP

Public Targets U.S. regulation of cross-border business combinations

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Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Finds Failure To Disclose Director Dissent In M&A Transaction Material

The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. ...more

Troutman Pepper

Delaware's New Focus on Deal Process and Disclosure: Part II

Troutman Pepper on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Dechert LLP

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

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The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

Morrison & Foerster LLP

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

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