News & Analysis as of

Stock Sale Agreements

The Impact of US Export Controls on the Sale of a Manufacturing Business

by Miller Canfield on

An owner of a US business that manufactures export-controlled items (“Export Business”) nears retirement. The owner decides to sell the Export Business. In a win for the owner, the sale of the Export Business interests both...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

by Dentons on

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

Indemnification Obligations and the Purchase or Sale of Your Business: Why Should You Care?

by Ward and Smith, P.A. on

What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more

The ReSET – Handling Pesky Employees Who Get in the Way of a Deal

Two interesting conversations played out recently – one dealing with the fallout from employees who tried to hold a company sale hostage, the other tentatively exploring how to give employees in advance a stake in the...more

The ReSET – The Afterlife

When selling their company, entrepreneurs put all their energy on getting the deal done on the most favorable terms possible. As mentioned in last week’s ReSET, the odds are that the buyer will impose an earn-out or similar...more

The ReSET- The Exit: Game On

Entrepreneurs dream of the big exit – to cash out and check out. Buyers implicitly understand this and try to mitigate the risk of the entrepreneur’s disengaging so that what they’ve bought doesn’t evaporate. The game is...more

"Delaware Supreme Court Rules on Director Independence"

The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more

Minimizing Tax on Gain from the Sale of Stock of Latin American CFCs

The United States currently has only two income tax treaties in effect with Latin American jurisdictions: Mexico and Venezuela. As a result, most individual taxpayers who recognize gain from the sale of stock of a controlled...more

Private Company Employee Stock Sales Highlight Hidden Dangers of Compliance Failures

We noted with interest the latest moves by some Bay Area tech giants to permit their employees to sell restricted stock to help them realize the stock value as part of their compensation: See New York Times reporting here. ...more

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

by McCarter & English, LLP on

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

Seventh Circuit: Section 546(e) Safe Harbor Does Not Shield From Avoidance Transfers Made Through Financial Institution Conduits

by Dechert LLP on

In FTI Consulting, Inc. v. Merit Management Group, LP, the Seventh Circuit recently held that transfers are not protected under the safe harbor of section 546(e) of the U.S. Bankruptcy Code from fraudulent transfer and other...more

SEC Revises C&DI on Selling Securityholder Disclosure

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more

Good News! New 409A Regulations (Yes, Really!) – Part 2: Taking (and Giving) Stock

by Bryan Cave on

On the TV show Futurama, the aged proprietor of the delivery company Planet Express, Professor Hubert J. Farnsworth, had a habit of entering a room where the other characters were gathered and sharing his trademark line,...more

MIDCO Transactions and the Expanding Universe of Transferee Liability

by Shearman & Sterling LLP on

On April 20, 2016, partner Lawrence Hill (New York-Tax) presented a paper (co-authored with counsel Richard Nessler (New York-Tax)) titled “MIDCO Transactions and the Expanding Universe of Transferee Liability” to The Tax...more

Second Circuit Seeks Guidance from Delaware on Direct Shareholder Lawsuits for Holding Stock Based on Alleged Misstatements

by Carlton Fields on

May former stockholders who allege they were damaged by holding stock of a company, because of fraudulent and negligent misrepresentations about the company’s financial status, sue the company directly versus in a derivative...more

Court Of Chancery Explains Anti-Reliance Clause

by Morris James LLP on

This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of...more

Protecting Company Relationships and Information Upon an Employee Departure

by Smith Anderson on

Learn how your company can prepare to act quickly and strategically to protect important relationships, information and trade secrets at the time that a key employee leaves. This webinar will review the latest developments in...more

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Blog: A Hug Before They Both Exit: Commissioners Aguilar And Gallagher Present Joint Recommendations For New Transfer Agent Rules

by Cooley LLP on

Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, issued a joint statement on June 11th about the need to modernize the SEC’s transfer agent rules,...more

Court of Chancery Upholds Right To Secondary Offering

by Morris James LLP on

When investors bargain for the right to have their stock sold in a secondary offering after the company goes public, fiduciary duties normally do not operate to restrict that right. Hence, it is not possible to object...more

Corporate and Financial Weekly Digest - Volume X, Issue 7

In this issue: - CFTC’s Energy and Environmental Markets Advisory Committee To Hold Meeting - CFTC Announces Members of Market Risk Advisory Committee - NFA Notifies SDs and MSPs of Annual Questionnaire...more

Hidden Employment Reef Awaiting Captains Of Commerce?

by DLA Piper on

When a company is acquired in a stock sale, its shareholders are routinely required to sign what is known as a Letter of Transmittal (“LOT”). Standard LOTs include a release of all claims. But, due to a quirk of California...more

IRS Changes Course and Issues Notice 2014-58 on the Economic Substance Doctrine

by Pepper Hamilton LLP on

The economic substance doctrine was historically a judicial doctrine. It was codified by the Health Care and Education Reconciliation Act of 2010 in Section7701(o). Although practitioners describe it as a codification,...more

Rural/Metro II: Additional Lessons for Financial Advisors, Directors and Counsel in M&A Transactions And Related Litigation

On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp....more

30 Results
|
View per page
Page: of 2
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
Feedback? Tell us what you think of the new jdsupra.com!