News & Analysis as of

Securities and Exchange Commission (SEC) Merger Agreements

Goulston & Storrs PC

What's Market: 10b-5 Representations

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In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more

Thomas Fox - Compliance Evangelist

Compliance Lessons on Mergers and Acquisitions from Star Trek: The Ultimate Computer

Last month, I wrote a blog post on the tone at the top, exemplified in Star Trek’s Original Series episode, Devil in the Dark. Based on the response, some passionate Star Trek fans are out there. I decided to write a series...more

Nelson Mullins Riley & Scarborough LLP

New Federal “M&A Broker” Exemption From SEC Registration in Certain Securities Transactions

President Biden signed, on December 29, 2022, the Consolidated Appropriations Act, 2023, H.R. 2617 (the “2023 Act”). The 2023 Act amends the Securities Exchange Act of 1934 (the "Exchange Act") to exempt certain "M&A...more

Goodwin

Twitter Brings Suit Against Musk in Delaware Court of Chancery Seeking Specific Performance

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On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more

Hogan Lovells

Q1 2022 Quarterly Corporate / M&A decisions updates

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Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

Mayer Brown Free Writings + Perspectives

New SEC CD&Is Impacting Mergers and Acquisitions

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more

Cooley LLP

2021 Update: 10 Key Considerations for Going Public with a SPAC

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It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose...more

Robins Kaplan LLP

Financial Daily Dose 5.7.2021 | Top Story: Improving Unemployment Figures Buoys Hopes for Strong April Jobs Report

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New jobless claims fell dramatically in new figures released on Thursday, as “the improving public health situation and the easing of pandemic-related restrictions allowed the labor market to continue its gradual return to...more

Kramer Levin Naftalis & Frankel LLP

SEC Issues $20 Million Fine and Cease-and-Desist Order for Stock Buybacks While in Merger Negotiations

In a recent settled administrative proceeding, the Securities and Exchange Commission (SEC or the Commission) imposed a $20 million fine and a cease-and-desist order on Andeavor LLC, a Texas energy company, in connection with...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

Morrison & Foerster LLP

Delaware Court of Chancery Finds a Material Adverse Event and Excuses Buyer from Obligation to Close in Akorn v. Fresenius Kabi AG

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The frequently cited axiom of M&A litigation that no Delaware court has ever found a material adverse event (MAE) is no longer true. On October 1, 2018, the Court of Chancery (Laster, VC) ruled in favor of a buyer that had...more

Bass, Berry & Sims PLC

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

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In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Bracewell LLP

Cyberattacked: The SEC Joins the Club

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On September 20, the Securities and Exchange Commission announced that its system for electronic filing for public company disclosures, EDGAR, was compromised last year and that hackers may have used exposed information for...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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We learned about KraftHeinz’s offer to merge with Unilever only after it had been rejected. And now it appears to be off the table completely—all $143 billion of it....more

Proskauer - The Capital Commitment

The Top Ten Regulatory and Litigation Risks for Private Funds in 2017

Private investment funds and advisers are likely to face new regulatory challenges and increased litigation risks in 2017, not only because of a change in the administration, but also because many advisers have not corrected...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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While Wall Street’s been waiting with bated breath for the big Snap IPO, Jose Cuervo (yes, that Jose Cuervo, via parent company Becle) has briefly stolen a bit of its public offering thunder with its plans to sell shares on...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Soooooo . . . about that whole Brexit thing. A UK High Court has ruled that Britain’s EU withdrawal cannot move forward without the approval of Parliament, setting off more uncertainty and what’s expected to be a series of...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Qualcomm is reportedly set to acquire NXP Semiconductors for just shy of $40 billion in a deal that would help Qualcomm move beyond smartphone chips and into the broader internet of things....more

Robins Kaplan LLP

Your Daily Dose of Financial News

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The latest from the CFPB and its “Project Catalyst,” which aims to “encourage the development of innovative consumer financial products that meet regulatory requirements” [think Fintech]....more

Robins Kaplan LLP

Your Daily Dose of Financial News

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The weekend’s business news was dominated by the word that AT&T has agreed to buy Time Warner for $85.4 billion in the biggest yet in a series of telecomm mergers....more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 7.11.16

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A putative class action filed last week is accusing 25 prominent banks—including Deutsche Bank, Goldman Sachs, and Barclays—of “conspiring to rig the market for securities” sold by the US Treasury in their roles as primary...more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 7.6.16

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How often are we going to be hearing about Brexit aftershocks? I’d expect you better get used to it. Today’s edition: two other real estate funds (these run by Aviva ad M&G) have joined Standard Life in freezing withdrawals...more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 6.30.16

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US banks made a strong showing in part 2 of the latest round of the Fed’s stress tests. Only Morgan Stanley didn’t pass unconditionally (concerns over the company’s “internal controls and processes” tripped it up), while the...more

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