News & Analysis as of

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

DOE Accepting Nominations For Biomass Research And Development Technical Advisory Committee

On July 15, 2015, DOE posted a solicitation notice for candidates for the Biomass Research and Development Technical Advisory Committee. According to the notice, DOE is specifically looking for candidates with experience in...more

SEC Sets Compliance Date for Pay-to-Play Rule's Ban on Third-Party Solicitation of Government Entities

On June 25, 2015, the Securities and Exchange Commission (SEC) set a compliance date of July 31, 2015 for the ban on payments to third parties for the solicitation of advisory business from any government entity under Rule...more

Tennessee Non-Profits Take Note: Failure to Register May Result in Significant Fines

Over the last few of months, the Tennessee Department of State, Division of Charitable Solicitations and Gaming (the “Division”) has filed at least seven lawsuits against non-profit organizations doing business in Tennessee....more

Construction Corner: Identifying the Need for a Construction Manager for Your School Construction Project

Now that we have reviewed the necessary steps for a successful solicitation process for a design professional, we will focus on the role a construction manager may play and offer suggestions on how to identify whether or not...more

Good News for Offerors who Provide Unique Low-cost Solutions to the Government

The author and playwright Clare Boothe Luce, known for her feline wit, is famously supposed to have said “No good deed goes unpunished.” While that remark may have had validity that in the 1930s New York café society, it...more

Free Speech for All . . . Except Judges?

Last month, in one of the most closely-watched cases of the October 2014 Term, the U.S. Supreme Court held that States may prohibit judges and candidates for judicial office from personally soliciting campaign funds. The...more

SEC Radically Revamps Regulation A - Part 2

Contents of Offering Statement - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more

Pentagon Solicits Advanced Biofuels For The Rocky Mountain/West Coast Program

On April 9, 2015, the Pentagon released the Rocky Mountain/West Coast/Offshore Bulk Fuels Annual Buy (RMW) solicitation for biofuels on the FedBizOpps website. This purchase program supports the goal set by the Secretary of...more

Amicalola EMC Prevails in Dispute over Chattahoochee Technical College

After a decision in favor of Amicalola EMC under the large-load (900kW) exception of the Georgia Territorial Act, Georgia Power Company has agreed to relinquish the disputed building to Amicalola EMC to serve. ...more

Unsolicited Offers for Trademark-Related Services in the United States

WARNING! If you have filed a trademark application in the U.S. Patent and Trademark Office (USPTO), it is likely that you will be the target of private companies who will try to confuse you into paying unnecessary fees....more

Court Decision Confirms Shopping Center's Right To Limit Expressive Activity to Designated Areas

The California Court of Appeal recently affirmed a retail owner's right to limit expressive activity to areas designated in a written policy. The decision highlights the value of time, place, and manner policies to commercial...more

Beware of Fraudulent Trademark Solicitations and Invoices

Fraudulent solicitations and invoices for trademark services are on the rise, inundating trademark applicants and registrants with offers to perform potentially unnecessary services. These solicitations often come in the form...more

Del. Justices Reverse Injunction Halting Sale of Control Transaction

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Delaware Supreme Court Reverses Order Enjoining Stockholder Vote and Requiring Company to Solicit Alternative Proposals

On December 19, 2014, the Delaware Supreme Court reversed an injunctive order issued by the Court of Chancery temporarily enjoining a stockholder vote on the merger of C&J Energy Services, Inc. (C&J) with a subsidiary of...more

Blog: HHS OIG Releases Annual Solicitation for New and Modified Anti-Kickback Safe Harbors and for New Special Fraud Alerts

On December 29, 2014, the U.S. Department of Health and Human Services Office of Inspector General (OIG) released its annual solicitation (the “Solicitation”) for proposals and recommendations for developing new and modifying...more

New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company

On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more

FTC Updates Its Mail Order Rule

The FTC's "Mail Order Rule" is now the "Mail, Internet, or Telephone Order Merchandise Rule" (16 CFR Part 435). The Rule prohibits sellers from soliciting mail, Internet, or telephone order sales unless they reasonably...more

Enhancements to Florida's Solicitation of Funds Law Now Effective

In response to the Tampa Bay Times investigative story, "America's Worst Charities," Florida’s Commissioner of Agriculture Adam Putnam worked with the Florida Legislature to enact material enhancements to Florida's...more

IP Solicitation Scams on the Rise

In recent months, an increasing number of companies have reported receiving official-looking intellectual property notices and solicitations. These fraudulent solicitations may take the form of invoices, renewal notices, or...more

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