News & Analysis as of

Publicly-Traded Companies Acquisitions

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

2017 Considerations for Israeli Companies That are Listed in the United States

by White & Case LLP on

In addition to our general update for foreign private issuers for the 2017 proxy season, Israeli companies that are listed in the United States are subject to a number of specific corporate governance and regulatory...more

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

by King & Spalding on

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

International News: Focus on International M&A

by McDermott Will & Emery on

The Impact of The EU General Data Protection Regulation - The EU General Data Protection Regulation 2016/679 (GDPR) was published in the Official Journal of the European Union on 4 May 2016 following the compromise...more

Key Takeaways from Cornerstone Research’s Securities Class-Action Filings 2016 Midyear Assessment

Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more

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

by Locke Lord LLP on

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

Court Of Chancery Explains Difficult Valuation Techniques

by Morris James LLP on

This decision deals with the always difficult world of what beta to use in a DCF valuation....more

Financial Statements Triggered by Acquisitions – What Do You Need? - A Practical Guide for US Public Companies, Part I

by Shearman & Sterling LLP on

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I covers key concepts for determining the significance of an acquisition and what target and pro forma financial...more

Takeovers in Australia Guide

by DLA Piper on

Acquisitions of controlling interests in Australian publicly listed or widely held entities are highly regulated and complex, and involve different issues depending on the nature of the proposed target, the sector in which...more

"Acquisitions of Controlling Interests in Hong Kong-Listed Companies Through Primary Issuances"

Acquisitions that result in a change of control of a Hong Kong-listed company — defined as 30 percent or more of the voting power — trigger a mandatory general offer to all shareholders of the company. The Hong Kong...more

2015 Half-year in review M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

The ABCs of SPACs: Canadian Experience

While market uncertainty and volatility have affected other sectors of Canadian capital markets, the Canadian Special Purpose Acquisition Corporation (SPAC) market has continued to thrive in the second part of 2015. Since...more

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

2015 Guide to Acquiring US Public Companies

by Latham & Watkins LLP on

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

HeartWare International To Acquire Valtech Cardio

by Knobbe Martens on

HeartWare International recently announced that it has entered into a definitive agreement to acquire Valtech Cardio, Ltd. Yehuda, Israe-based Valtech Cardio currently provides a transcatheter mitral valve repair product for...more

Greatbatch, Inc. Completes $1.73 Billion Acquisition

by Knobbe Martens on

Greatbatch, Inc. recently announced that it has acquired Lake Region Medical (previously known as Accellent Inc.) pursuant to a deal valued at about $1.73 billion.  Reuters reports that Greatbatch will pay $478 million in...more

Alert: SEC Adopts Final Pay-Ratio Rule

by Cooley LLP on

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...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

Successful Strategies For Doing Business In Asia: Hong Kong (Updated)

Hong Kong is always rated as one of the world’s freest economies, one of the reasons being that the government has always adopted the approach of nonintervention. Hong Kong strives to attract more foreign investors to...more

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

by Dechert LLP on

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this...more

Takeovers: A New Approach to Unacceptable Circumstances

by DLA Piper on

Queensland North Australia Pty ltd v Takeovers Panel [2015] FCAFC 68 - Background - The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more

M&A Team News - April 2015

by Cooley LLP on

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

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