News & Analysis as of

Mergers

Revised NYSE Dividend Notification Requirements

by Goodwin on

The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more

Taxpayers Bear The Tax Consequences Of Business Decisions

by Farrell Fritz, P.C. on

It is a basic precept of the tax law that the substance of a transaction, rather than its form, should determine its tax consequences when the form of the transaction does not coincide with its economic reality. This...more

The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions

by Jones Day on

The Small Bank Holding Company ("BHC") Policy Statement ("Policy Statement") was adopted by the Federal Reserve in 1980 to facilitate transfers of small banking organizations, including BHCs formed to assume individuals' bank...more

Report of the JFTC/CPRC Study Group on Data and Competition Policy

by White & Case LLP on

On June 6, 2017, the Japan Fair Trade Commission ("JFTC") and the Competition Policy Research Center ("CPRC"), jointly published their "Report of Study Group on Data and Competition Policy" ("Report"). The Study Group kicked...more

Federal Circuit Says PTO Submissions can Waive Privilege to Future Communications

On July 20, 2017, the United States Court of Appeals for the Federal Circuit in In re OptumInsight denied OptumInsight’s petition for writ of mandamus on privilege waiver. The court held that the District Court for the...more

Court Of Chancery Rejects Merger Price As Setting Fair Value

by Morris James LLP on

ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) - This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more

Court Of Chancery Upholds Claim Based On Low-Ball Self Tender

by Morris James LLP on

Buttonwood Tree Value Partners L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (July 24, 2017) - This an interesting decision because it upholds a claim that the controllers of a Delaware corporation breached their...more

Court Of Chancery Protects Privilege In Books and Records Action And Addresses Corwin’s Effect On Mismanagement Investigation...

by Morris James LLP on

Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) - This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more

Court Of Chancery Explains Fraud Pleading Standards

by Morris James LLP on

Sparton Corporation v. O’Neil, C.A. 12403-VCMR (August 9, 2017) - This decision explains what needs to be alleged to state a fraud claim. ...more

Managing Decommissioning Risks In Asian M&A Transactions

by King & Spalding on

By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900 fields will cease production (with 45% of such fields being...more

New Guidelines on Small Market Mergers sees CMA Set to Clear Larger Number of Transactions

by Bryan Cave on

The CMA published on 16th June its final version of its Merger De Minimis Guidelines following earlier consultation with stakeholders. The Guidelines set out the criteria which the CMA will have regard to when exercising its...more

Health Care Market Intelligence Private Equity Summary Report - July 2017

by Benesch on

A Look Back at the First Half of 2017... At the midpoint of 2017, deal data suggests deal volume (both PE and M&A) continues to trend downward – a trend that started in 2016 – however, despite this, deal values are...more

May, June and July Developments

by Sullivan & Worcester on

With a straight face, President Trump has issued an executive order on June 20th that would expand Apprenticeship opportunities in the US in order to expand jobs. The CFTC has adopted some final rules on records...more

Forging ahead: US M&A H1 2017: Tech, Trump and tackling the unknown: Key trends for the months ahead

by White & Case LLP on

Dealmakers' ability to adapt to market changes and tackle external challenges will prove crucial in getting deals done. The first six months of 2017 have proven extremely solid, with a string of consumer megadeals and tech...more

Update: Italian Parliament approves the new National Merger Filing Thresholds

by K&L Gates LLP on

On 2 August 2017, the Italian Parliament has adopted the Italian Competition Law, following a complex and long legislative procedure. As already reported, an intense debate surrounded the discussion and the approval of the...more

Forging ahead: US M&A H1 2017: Healthcare deals flourish, but uncertainty looms large

by White & Case LLP on

Megadeals fuel pharma activity, while healthcare dealmakers face antitrust hurdles - Dealmaking in the pharmaceuticals and healthcare sector saw a rebound in H1 2017, with deal value increasing 51.8 percent compared to the...more

Forging ahead: US M&A H1 2017: Drive for connectivity fuels manufacturing and industrials M&A

by White & Case LLP on

Convergence between sectors generates deals, while dealmakers adopt a wait-and-see approach in response to Trump's policies - The US manufacturing sector saw US$8 billion spent across 76 deals in H1, representing a 21.2...more

Forging ahead: US M&A H1 2017: Fintech forces the fate of US financials

by White & Case LLP on

Banks and insurers turn to M&A, as technology transforms how financial services are purchased and used - The financial services sector recorded 212 deals worth US$38.6 billion in H1 2017, a 42.4 percent uptick in value...more

Brexit - Legal Implications

by McDermott Will & Emery on

In our latest memorandum, we have briefly outlined some of the main legal implications of Brexit according to different models, including the EEA model. In light of recent comments made by Theresa May, it is unlikely that...more

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

by Goodwin on

In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Energy & Sustainability Connections Newsletter - July 2017

by Mintz Levin on

A Note from the Editors - Energy & Sustainability Connections brings the latest developments in energy investing, legal insights, company activity, and industry events straight to your inbox. This month’s Leader in the...more

Forging ahead: US M&A H1 2017: Power M&A loses its spark

by White & Case LLP on

A slew of blocked deals has caused a hesitant environment for deals within the utilities space, while the renewables sector offers an attractive alternative - The power sector is in a state of flux. While traditional firms...more

Forging ahead: US M&A H1 2017: Forging ahead: Oil and gas M&A stages cautious comeback

by White & Case LLP on

While oil prices continue to fluctuate, a pro-oil administration and midstream activity mean that M&A is gaining momentum. Oil & gas deal M&A activity is stabilizing somewhat in 2017. Deal value increased by 84.5 percent...more

Forging ahead: US M&A H1 2017: Overview: Consumer consolidation drives top end deals

by White & Case LLP on

Following a host of mega-deals, and with the US$13.5 billion megadeal between technology giant Amazon and high-end grocery chain Whole Foods recently grabbing headlines, the consumer sector delivered its highest half-year...more

Amendment of German Foreign Trade Law – Stricter Regulations for Non-EU Investors?

by Goodwin on

On 12 July 2017, an amendment to the German Foreign Trade Ordinance was resolved, and is expected to come into effect shortly. It is currently being debated in the German and international press whether this can be seen as a...more

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