Mergers

News & Analysis as of

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

FTC Continues Aggressive Scrutiny of Hospital Mergers

A recent New York Times article highlighted new developments regarding the Federal Trade Commission’s (FTC) continued focus on hospital mergers. Although the FTC’s enforcement has been well-documented over the past few...more

In re Nine Systems Corp. S'holders Litig., Consol. C.A. No. 3940-VCN (Del. Ch. Sept. 4, 2014) (Noble, V.C.)

In this 146-page post-trial opinion addressing claims challenging a 2002 recapitalization of Nine Systems Corporation (“Nine Systems”), the Court of Chancery held that a conflicted transaction resulting in a fair price...more

Guide To Doing Business in Australia: Competition and Consumer Protection

COMPETITION AND CONSUMER PROTECTION - Australia has extensive competition and consumer laws dealing with, among other things, the promotion of competition and consumer protection. This section provides an introduction...more

Appellate Court Notes

SC19151, SC19158 - Weiss v. Smulders - Plaintiff sued the defendant claiming it violated an oral agreement to form a new company by merging their existing companies as a joint venture to sell food products. After a...more

Insurer Sues Department of Insurance Over Multi-Million Dollar Penalty

In suing the California Insurance Commissioner on July 10, 2014, PacifiCare Life Insurance Company sought a writ of mandamus ordering the Commissioner to set aside his Decision and Order imposing a record $173 million penalty...more

Treasury Takes Action Against Corporate Inversions

Earlier this week, the Treasury Department and the IRS announced that they would issue regulations that substantially limit the U.S. tax benefits of corporate inversions (and certain post-inversion transactions)....more

Delaware Court Denies Dismissal for Disinterested Directors When Entire Fairness Applies

The Delaware Court of Chancery recently addressed the pleading standard for claims against disinterested directors arising out of transactions involving a controlling stockholder, where the transaction has been alleged to be...more

New Treasury rulemaking aims to curb advantages of inversion - will this affect your deal?

Yesterday, following a summer during which a number of major American companies announced plans to invert (i.e., shift their tax domiciles overseas following cross-border mergers), the US Treasury Department issued a notice...more

Disclosing Merger Negotiations: The Eleventh Circuit Weighs In

Corporate merger negotiations are typically conducted under a veil of secrecy, with public disclosure withheld until the end when a definitive agreement has been signed. The fear is that premature disclosure of preliminary...more

Delaware Court of Chancery Reaffirms Enforceability of Forum Selection Bylaws

In City of Providence v. First Citizens BancShares, Inc. (Del. Ch. September 8, 2014), the Delaware Court of Chancery upheld a forum selection bylaw that designated North Carolina as the exclusive forum for certain...more

City of Providence v. First Citizens BancShares, Inc., C.A. No. 9795-CB (Del. Ch. Sept. 4, 2014) (Bouchard, C.)

In this consolidated opinion concerning the validity of a forum selection bylaw, the Court of Chancery affirmatively answered, among other things, an issue of first impression: “whether the board of a Delaware corporation may...more

The Florida Revised Limited Liability Company Act Action may be required by Florida LLCs by December 31, 2014

In 2013, the Florida Legislature adopted the Revised Florida Limited Liability Act. The Revised LLC Act restates the Florida laws governing LLCs in an entirely new Chapter 605, which succeeds the prior LLC Act found in...more

Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend...more

Squire Patton Boggs – where’s the website?

There’s been some discussion lately regarding the impressive mega-merger between Squire Sanders and Patton Boggs, and the delay in getting a new combined website online. (See e.g. John Byrne’s post in “The Byrne Blog.”) ...more

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

The Mergers & Acquisitions Review: Eighth Edition: Chapter 17 - Cyprus

I GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A - Since Cyprus’s accession to the EU, the legislation regulating M&A activity in Cyprus has been closely aligned with Europe-wide practices. Prior to...more

Groundbreaking Hong Kong Competition Ordinance Will Take Effect Next Year

Historically, Hong Kong has lacked a legal framework for regulating mergers or otherwise deterring conduct that is harmful to competition. The country’s traditional laissez-faire landscape was substantially altered in June...more

FTC Rejects Proposed Settlement Agreement with Phoebe Putney Health System, Inc.

On September 5, 2014, the Federal Trade Commission (FTC) rejected a proposed settlement agreement with Phoebe Putney Health System, Inc., and returned the matter to administrative court to assess whether Phoebe Putney’s 2011...more

State Revenue Departments Misapplying Federal Tax Law

State income tax laws generally build on federal tax law. The typical pattern is to begin the calculation of state taxable income with federal taxable income and then to modify it by adding or subtracting items where state...more

Behind the Veil and the Blurred Distinctions of Entity Liability

As corporate counsel, you are well aware that the practice of creating, expanding, or reorganizing corporate entities and their subsidiaries is fraught with legal peril, both for your client and its officers and directors....more

Defining Innovation In A Changing Healthcare Landscape

The business model that has served the pharma industry so well for 20 years has become expensive and slow. But digital technology and Big Data, says Filip van Elsen, might help the industry reboot its relationship with...more

Guide to Doing Business in Australia: An Introduction to Australia

AN INTRODUCTION TO AUSTRALIA - Australia is a federation comprised of six states and two territories. The federal government, based in the capital city of Canberra, is known as the Commonwealth of Australia. Australia...more

Sizing Up the Competition: Antitrust Enforcement and the Bazaarvoice Ruling

High-profile or highly profitable firms are no longer the sole targets of post-merger divestitures by antitrust enforcers. Today, firms that have little or no revenues, including some that operate in emergent industries with...more

Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp.

The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l...more

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