News & Analysis as of

Fees Mergers

Proskauer Rose LLP

Private Credit Deep Dives – Portability (Europe)

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One of the foundational provisions negotiated in almost every European leveraged loan agreement is the “Change of Control” definition and associated clauses. This provision is crucial because it directly impacts the risk...more

Alston & Bird

IRS Signals Increased Scrutiny of Deductibility of Success-Based Fees in M&A Transactions

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Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more

Dechert LLP

Delaware Court of Chancery Cuts “Merger Taxes” by Holding Supplemental Disclosures Must Be Material to Warrant a Mootness Fee

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Chancellor McCormick of the Delaware Court of Chancery issued an Opinion on July 6, 2023, in Anderson v. Magellan Health, Inc., imposing a new, heightened standard of review of requests for mootness fees predicated on...more

Ballard Spahr LLP

Antitrust Law Adds to the Consumer Finance Regulatory Arsenal

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Regulatory scrutiny and class action litigation relating to the consumer financial services (CFS) industry have typically focused on issues of disclosure, customer privacy, and fees charged to consumers. CFS lawyers are...more

White & Case LLP

The Basics of Bridge Loans - European Leveraged Finance Client Alert Series: July 2022

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Bridge loans are a key way to finance large acquisitions, but their terms are very specialized. In "The Basics of Bridge Loans", the White & Case team explains the key terms of bridge loans and discusses some challenges faced...more

Troutman Pepper

Firms Seeking Mootness Fees for Supplemental Disclosures Suffer Another Blow

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In a recent order, the U.S. District Court for the Southern District of New York denied a $250,000 “mootness fee” request by a stockholder plaintiff’s counsel, arising out of an investor challenge to Microsoft’s $19.7 billion...more

Snell & Wilmer

Federal Court Rejects Request for “Mootness Fee” in Merger Litigation

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A federal court in New York recently dealt a blow to the common litigation practice of plaintiff’s counsel requesting a “mootness fee” when challenging disclosures made by public companies in mergers and other large...more

Conn Kavanaugh

Failure to Register With FINRA as a Broker-Dealer Can Cost Mergers and Acquisitions Brokers Dearly

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Conn Kavanaugh attorneys Andrew R. Dennington and Julie M. Muller recently secured a significant win for their client before the U.S. First Circuit Court of Appeals. The First Circuit affirmed that summary judgment properly...more

Holland & Knight LLP

SIC of Colombia Establishes Fees for Merger Control Procedures

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The Superintendence of Industry and Commerce (SIC) of Colombia issued Resolution 2103 of 2021, which established fees that must be paid for merger control procedures. This was in accordance with article 152 of Law 2010 of...more

Foley Hoag LLP

Delaware Chancery Court Rules That Merger Agreement Termination Fee Not Exclusive Remedy Where Seller Accepts Superior Offer in...

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In a decision of great interest in the M&A world, the Delaware Chancery Court recently ruled that a termination fee is not the exclusive remedy for a seller that accepts a higher offer in breach of a no-shop provision....more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did...

The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider...more

A&O Shearman

Delaware Court Of Chancery Holds Merger Termination Valid After Plaintiffs "Forgot" To Provide A Notice To Extend, But Reserves...

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On March 14, 2019, after a two-day trial, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery rejected requests by plaintiff Vintage Capital Management, LLC and its affiliates for a declaration that defendant...more

Holland & Knight LLP

La Superintendencia de Industria y Comercio de Colombia e INVIMA modifican las tarifas para 2019

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Por medio de la Resolución No. 69831 del 19 de septiembre de 2018 la Superintendencia de Industria y Comercio (SIC) en Colombia incrementó las tasas para los trámites relacionados con la Propiedad Industrial. Es decir, se...more

Holland & Knight LLP

Colombia's Superintendence of Industry and Commerce and INVIMA Modify Rates for 2019

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By means of the Resolution 69831 of Sept. 19, 2018, Colombia's Superintendence of Industry and Commerce (SIC) increased its official fees for the procedures regarding Industrial Property, which involves New Creations...more

Dechert LLP

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

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Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued...

In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 9.19.16

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Gretchen Morgenson and Fair Game have had a few days to reflect on the Bayer/Monsanto deal, and with that little bit of hindsight (and a lot of history), she’s not too sure that Bayer’s stockholders are going to be thrilled...more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 9.14.16

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Following news of Starboard Value’s plan to shake things up at Perrigo, we have this take from Breakingviews, which suggests that fending off a hostile takeover (as Perrigo did from Mylan) tends to “make fertile turf for an...more

Bennett Jones LLP

Tax Court Allows Deduction for Advisory Fees in M&A Transaction

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The Tax Court of Canada has recognized in a recent case that “oversight expenses” – notably investment banking and other professional advisory fees for services rendered to boards of directors in their discharge of oversight...more

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