Mergers Securities & Exchange Commission

News & Analysis as of

Acquisitions of Publicly Traded Corporations: A Cure for the Two Step in Texas

The State of Delaware recently adopted amendments, which will be effective on August 1, 2016, to an oft-used statute that streamlines the acquisition of a public Delaware corporation (the “Target”) structured as a tender...more

Record Setting Fine for Violation of HSR Reporting Requirements

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

SEC Proposes Rule Requiring Registered Advisers to Adopt Business Continuity and Transition Plans

On June 28, 2016, the Securities and Exchange Commission (SEC) proposed new Rule 206(4)-4 under the Investment Advisers Act of 1940 (Advisers Act) that would require registered investment advisers to adopt and implement...more

"Sanctions in Takeover Situations: Navigating Regulatory Hurdles"

The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more

SEC Issues C&DIs for Securities Act Rule 701

On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701. The new C&DIs address the exemption for offers and sales...more

SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is...more

Your daily dose of financial news The Brief – 4.26.16

In major media news yesterday, Gannett has bypassed Tribune Publishing’s leadership and gone directly to its shareholders with a $815 million takeover offer. If accepted, the move would add the LA Times and Chicago Tribune to...more

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

Glossary of Important Securities Regulation Terms and Definitions (Revision #2)

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Do You Have to Disclose a Government Investigation? Practical Considerations, Legal Standards, and Recent Case Law

After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - The EB-5 Immigrant Investor Program has Provided a Breeding Ground for Securities Fraud - Back in 1990, Congress created the United States Citizenship and Immigration Services (USCIS) EB-5...more

"Majority of Say-on-Golden-Parachute Votes Receive Shareholder Support"

Pursuant to the Dodd-Frank Act, Securities and Exchange Commission rules require companies seeking shareholder approval of a merger or acquisition to also hold a separate shareholder advisory vote on disclosed...more

SEC Staff Legal Bulletin Clarifies Shareholder Proposal Exclusion Analysis

The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Division) has issued Staff Legal Bulletin No. 14H (SLB14H), which contains guidance on the exclusion of shareholder proposals that...more

"SEC Staff Issues Revised Guidance on Unbundling of Shareholder Votes in M&A Deals"

The staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance (Staff) recently published revised guidance regarding the "unbundling" of matters presented for shareholder votes in connection...more

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Blog: Corp Fin Issues New Cdis On “Unbundling” Proposals In The M&A Context

The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted...more

Update from Wilson Elser’s D&O Insurance Digest

Litigation Developments and Mega Settlements - Dole Food, Inc. Derivative Action – Delaware Chancery Court Finds D&Os Engaged in Fraud - Dole Food, Inc. shareholders sued Dole Chairman and CEO David Murdock and Dole...more

Employee Benefits Developments - September 2015

IRS Issues New Draft Form 1095-C and Instructions. On August 6, 2015, the IRS published its most recent updates to Form 1095-C and the instructions for Forms 1094-C and 1095-C. Beginning in early 2016, applicable large...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

SEC finalizes CEO Pay Ratio Rules

As noted in this McGuireWoods alert, the SEC recently finalized the CEO pay ratio disclosure requirements under Section 953(b) of the Dodd Frank Act. The biggest piece of news in connection with the final rules is the delayed...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

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