News & Analysis as of

The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations [Video]

Right now, private equity firms are sitting on a cash glut that represents an all-time high for the industry, nearly $1 trillion. Perhaps unsurprisingly, says Pepper Hamilton securities lawyer Ed Dartley, we're also seeing...more

SEC No-Action Letter Exempts M&A Brokers from Federal Registration Requirements

On February 3, 2013, the Security and Exchange Commission's (SEC) Division of Trading and Markets publically issued a significant no-action letter advising that M&A brokers do not need to register as broker-dealers to...more

Delaware Court of Chancery Applies Implied Covenant of Good Faith and Fair Dealing to Prohibit An Acquiring Entity From Diverting...

In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more

Recent Delaware Chancery Transcripts Emphasize That Materiality Is Key To Fee Awards In Disclosure-Based M&A Settlements

Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and...more

Hart-Scott-Rodino Thresholds Increased Approximately 7 Percent for 2014

This year's revised Federal Trade Commission thresholds under Hart-Scott-Rodino (HSR) represent an approximately 7 percent increase from the existing amounts. They will apply to all applicable transactions on or after...more

New HSR Thresholds for 2014

The Federal Trade Commission (FTC) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) thresholds, which will become effective on February 24, 2014. The revised thresholds will...more

2014 Hart-Scott-Rodino Requirements

What you need to know: HSR filing thresholds will be adjusted upward effective February 24, 2014. What you need to do: Parties involved in a large merger or acquisition should analyze whether it will...more

"Delaware Continues to Influence US M&A"

A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond. Controlling Stockholder Transactions...more

FTC Raises Hart-Scott-Rodino Thresholds

Transactions closing toward the end of February will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 17, the Federal Trade Commission (FTC) announced that it will raise the...more

Federal Trade Commission Announces 2014 Threshold Revisions for HSR Act and for Clayton Act Section 8 Prohibition on Interlocking...

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more

Hart-Scott-Rodino Reporting Thresholds Raised

On January 17, 2014, the Federal Trade Commission announced the annual adjustment to the thresholds that trigger reporting obligations under the Hart-Scott-Rodino Act (HSR Act). Like eight of the past nine annual adjustments,...more

FTC Announces Increased HSR Thresholds

The Federal Trade Commission (FTC) announced on January 17, 2014, the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

"Revised HSR Thresholds Announced"

On January 17, 2014, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

14 Global Workplace Trends For 2014 (Infographic)

With January in full swing and your first new year’s resolution already broken, here’s one goal you can keep: stay abreast of developments to get ahead of the curve, beginning with the top 14 trends impacting multinational...more

14 Global Workplace Trends for 2014

With January in full swing and your first new year’s resolution already broken, here’s one goal you can keep: stay abreast of developments to get ahead of the curve, beginning with the top 14 trends impacting multinational...more

Dealmaker’s Dish: Corporate Dealmaker Update

The Federal Reserve’s decision to begin tapering its bond buying program is likely to put a dent in M&A activity in 2014 because it will likely lead to higher interest rates, making deal financing more expensive, according to...more

A Modest Proposal For Preventing M&A Deals From Being A Burden to Shareholders or Corporations, and For Making Them Beneficial to...

According to Cornerstone Research, shareholders in 2012 “challenged 93 percent of merger and acquisition (M&A) deals valued over $100 million and 96 percent of transactions valued over $500 million”. Most of those cases...more

Computer Consulting and Outsourcing Firms Likely to be Targets of I-9 Audits

In light of the recent $34 million settlement between Infosys Limited, an international business and computer consulting company, and U.S. Immigration and Customs Enforcement (ICE) for I-9 and other immigration violations,...more

2013 – The Health Law Year in Review

As 2013 draws to a close, we are pleased to look back on the year that was and highlight some of the key developments in the ever-changing field of health law. While a great deal of attention was focused on the implementation...more

Tax Law Alert: Sales Factor Excludes Amounts Received from the Sale of Goodwill

In a case argued by Stoel Rives, the Oregon Supreme Court upheld the judgment of the Oregon Tax Court in favor of Tektronix, Inc. The Supreme Court ruled that, for purposes of apportioning income, the sales factor excluded...more

Successful Strategies For Doing Business In Asia: Japan

1. What role does the government of Japan play in approving and regulating foreign direct investment? Generally speaking, foreigners can conduct business in Japan on an equal legal footing with Japanese citizens. The...more

Bill on Bankruptcy: Big Time Lawyers Pricing Themselves Out [Video]

Dec. 19 (Bloomberg) -- Two significant Chapter 11 reorganizations in the Southern U.S. may be signs that lawyers in New York and Delaware are starting to price themselves out of the market, as Bloomberg Law's Lee Pacchia and...more

European Commission reduces notification burden for more mergers

SUMMARY - The European Commission ("Commission") has announced its plans to both reshape the simplified merger notification process within the framework of the EUMR1 in order to extend the option of simplified...more

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