Episode 2: Chris Mercer Interview on Marketability Discount: Part 2
In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more
On June 24, the OCC, Federal Reserve Board, FDIC, NCUA, CFPB, and FHFA approved a final rule to implement the quality control standards mandated by the Dodd-Frank Act to address the use of artificial intelligence in...more
The Petition - On May 30, 2024, Electrolux Consumer Products, Inc. ("Petitioner") filed an antidumping duty ("ADD") petition on imports of large top mount combination refrigerator-freezers ("LTMCRF") from the Kingdom of...more
Second Circuit Affirms “Pay for Delay” Dismissal: On May 13, 2024, the Second Circuit affirmed dismissal of antitrust claims brought by wholesalers, retailers, and employee benefit funds that alleged they overpaid for the...more
“When the facts change, I change my mind. What do you do?” - Sir John Maynard Keynes - Our waking hours are bombarded with more information than can be absorbed. From 2009 to 2017, the amount of data that enters the human...more
Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more
FCA finds firms have been working hard to embed the Duty, but there remains room for improvement. On 20 February 2024, the FCA published more information on the Consumer Duty, including a publication highlighting good...more
There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more
In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more
The authors of this blog have a special affinity for fair value appraisal proceedings. The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more
Mergers, acquisitions, and buyout transactions are complex endeavors requiring careful analysis and consideration of multiple financial inputs and outputs. Both the acquiring company and the target company will each need to...more
Statutory fair value appraisal proceedings in New York come in two flavors. First, there’s the buy-out appraisal under Business Corporation Law § 1118 triggered by a minority shareholder’s petition for judicial dissolution....more
On February 7, 2023, the Securities and Exchange Commission’s Division of Examination (the “Division”) announced its 2023 examination priorities to “provide insights into its risk-based approach, including the areas it...more
The Texas Comptroller of Public Accounts (the Comptroller) published proposed amendments to Texas’ franchise tax apportionment rule in the January 20 issue of the Texas Register, discarding the now-repudiated...more
Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC...more
Effective for reports as of November 2022 (i.e., those reports due in December 2022) and afterwards, the U.S. Department of Treasury (Treasury) has implemented important and significant changes to the reporting requirements...more
The SEC staff recently announced the withdrawal or modification of certain staff guidance and no-action letters (“Staff Statements”) in connection with the compliance dates of Rule 2a-5 under the Investment Company of 1940...more
The Financial Accounting Standards Board (FASB) recently issued an Accounting Standards Update (Update) to (1) clarify guidance in Topic 820, Fair Value Measurement, on measuring the fair value of an equity security that is...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more
The topic of mergers between two business entities designed to involuntarily extinguish the equity interest of a minority owner in exchange for cash is one of our favorites on New York Business Divorce. Almost invariably...more
In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more
Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more
Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members can exercise a statutory buyout of the suing member’s...more
Valuation discounts can and often do play an outsized role in contested appraisal proceedings involving the valuation of equity interests in closely held business entities for which there is no public market....more
Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more