News & Analysis as of

Rebranding After a Merger is Harder Than You Think

In the freshly redesigned October 2016 issue of Chicago Lawyer, I wrote a Letter to the Editor that I hope management committees can benefit from, and marketers can use as ammunition with their marketing committees as they...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Key Takeaways: Fourth Annual Seminar for Pharmaceutical, Biotechnology and Medical Device Companies

On October 5, 2016, Skadden hosted its Fourth Annual Seminar for Pharmaceutical, Biotechnology and Medical Device Companies. The seminar focused on the current and developing challenges facing such companies and included...more

FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more

Identifying and Mitigating Organizational Conflicts of Interest in Government Contracts Mergers and Acquisitions

An organizational conflict of interest (OCI) arises when the performance of one contract undermines a contractor’s objectivity or creates an unfair competitive advantage with respect to another contract. An agency cannot...more

Dismissed Dell Appraisal Claimants Settle With Company

Appraisal litigation has been a topic at the forefront of the minds of many legal practitioners over the past few years. Recently, amendments to Section 262 of Delaware's General Corporation Law went into effect that were...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Your Daily Dose of Financial News

China’s expected to announce Q3 economic growth of 6.7 percent this week—a number envied by any other country in the world but the sign of major slowdown there. Dealbook looks at what, exactly, a less-gangbusters Chinese...more

FTC Accepts Practical ‘Failing Firm’ Defense in Ending Challenge to Non-Reportable Transaction

The Federal Trade Commission’s recently announced proposed settlement of its challenge of CentraCare Health’s acquisition of St. Cloud Medical Group (SCMG) is doubly noteworthy. The settlement ends the challenge of a...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers: Volume X – Accounting...

Volume X – Accounting for the Cost of Business Combinations Under Government Contracts - Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for...more

Manatt Digital - October 2016

A Message From Our Chair: Once again we are very pleased to provide you with another issue of the Manatt Digital newsletter. In this edition we revisit the topic of mergers and acquisitions, an important area of focus...more

Antitrust in a Clinton Administration

Regardless of your political affiliation, it is worth understanding the potential changes to antitrust enforcement in the next administration. We will take a look at how antitrust might be handled by each of the two major...more

More Leveraged Buy-Outs to Face HSR Scrutiny as Agency Expands Reporting Requirements

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Stinson Leonard Street's Emerging Trends Newsletter - Q3

We are thrilled to bring you the third installment of Stinson Leonard Street's Emerging Trends newsletter. We are proud of the depth and breadth of experience and knowledge across our firm's 13 offices nationwide and are...more

Your Daily Dose of Financial News

Like a hot new underground nightclub [I presume.  Not exactly  my scene], Marcus—Goldman Sachs’ new online lending platform aimed at the consumer banking segment—requires a password. Goldman’s reportedly sending out the...more

Court Of Chancery Dismisses Post-Closing Claims Under Corwin

Under the recent Corwin decision, a fully-informed vote by uncoerced and disinterested stockholders to approve a merger invokes the business judgment rule and effectively precludes almost any claim the merger was improper. ...more

Blog: Federal Antitrust Authorities Step Up Merger Enforcement – Recent Victories Buoy Enforcers

Obama Administration antitrust enforcers have faced criticism over the last year for not being sufficiently aggressive, allegedly leading to concentrated industries to the detriment of consumers. The Department of Justice and...more

Ohio Purchasers May Unwittingly Assume Seller’s Workers’ Compensation History

An issue of great importance that many corporate attorneys neglect to properly address in finalizing an acquisition, asset purchase or merger is the seller’s workers’ compensation history. If the buyer is going to remain in...more

In the age of Big Data, the EDPS issues an Opinion on enforcement and upholding fundamental rights

The European Data Protection Supervisor (“EDPS”) issued an Opinion on coherent enforcement of fundamental rights in the age of big data”. This is an update to the EDPS’ Preliminary Opinion in 2014 on “Privacy and...more

Giving Weight to the Failing Firm Defense, FTC Consents to Physician-Services Merger with Caveats: Suspend Enforcement of...

On October 5, 2016, the Federal Trade Commission (“FTC”) entered into a Consent Agreement with CentraCare Health (“CentraCare”) to settle competition concerns over CentraCare’s acquisition of St. Cloud Medical Group P.A....more

Canada’s Competition Commissioner Provides Guidance on Innovation, Efficiencies and Competitor Collaborations

The Commissioner of Competition (Commissioner) addressed innovation, enforcement and policy initiatives at the Competition Bureau (Bureau) in his keynote speech, “Strengthening Competition: Innovation, Collaboration and...more

Court Of Chancery Details Application of M&F Worldwide Criteria

A merger approved in accordance with the criteria set out in the M&F Worldwide decision is subject to the business judgment standard of review, and vulnerable to attack only if its terms are so extreme as to constitute waste....more

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