Target Company

News & Analysis as of

Delaware Law Updates - Delaware law on advancement of fees incurred by former officers and directors

In a recent Delaware Court of Chancery case - Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG - Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery took on a “familiar” issue with a “twist”:...more

Canadian Securities Administrators amend take-over bid rules

After many months of soliciting and considering comments, on February 25, 2016, the Canadian Securities Administrators announced amendments to the take-over bid rules.1 The new regime makes three principal changes...more

"All the time in the world": Canadian securities regulators adopt fundamental changes to take-over bid regime

The Canadian Securities Administrators (CSA) have announced the final adoption of fundamental changes to the take-over bid regime in Canada. These changes are substantially similar to a draft version of the amendments that...more

Italy May Review its Merger Filing Threshold

Consistent with its annual review of the merger filing thresholds, in March this year the Italian Competition Authority (the “AGCM”) updated the turnover thresholds above which transactions must be notified to the AGCM prior...more

Retaining neutral accounting experts in M&A working capital disputes

A typical provision in a purchase and sale agreement requires the buyer, post-closing, to provide a “true-up” of the target's net working capital agreed upon by the parties at closing. If the seller disagrees with the...more

Disclaimers of Reliance: Use a Covenant, Not a Representation

In M&A acquisition agreements, a target company often will negotiate for a disclaimer from the acquirer that all of the target company’s representations and warranties regarding its business are contained in the four corners...more

Simply Because a Provision is in the Charter or Bylaws Does Not Necessarily Mean it is Enforceable

The recent Delaware case of In re Vaalco Energy, Inc. Stockholder Litigation (December 21, 2015) is a reminder to practitioners that provisions in the certificate of incorporation (or charter) and bylaws of a Delaware...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

A constructive anomaly in Australian takeover policy 'Truth in takeovers' acceptance statements

Under current takeover policy, a 'truth in takeovers' statement can commit a target shareholder to accept a takeover bid, even when the shareholder is prohibited by law from giving a contractual commitment to accept. That is...more

Legal due diligence best practice

Conducting a legal due diligence is usually the preliminary step taken by an investor intending to enter into an asset or share sale transaction. The purpose of a legal due diligence is to assess the potential risks of a...more

Takeovers in Australia Guide

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

Manatt Digital Media - February 2016

In this newsletter, we highlight how strategic acquisition and investment can best be leveraged for organizational growth. We also discuss a recent example in the case of IBM's purchase of live streaming service Ustream, and...more

The Demise of Disclosure-Only Settlements?

On January 22, 2016, the Delaware Court of Chancery, in an opinion of Chancellor Bouchard, rejected a proposed disclosure-only settlement in the context of M&A litigation that offered no new helpful information to the...more

US M&A Litigation: Will the Changing Landscape Shift to the UK?

Following nearly every announcement of a public-company acquisition in the US, including take-private acquisitions by private equity investors, plaintiffs’ law firms file class actions on behalf of shareholders. These...more

Holiday Pay: Clear Blue Skies Ahead?

Paying employees for their annual leave in the UK used to be viewed as a straightforward process, with many companies calculating holiday pay at the employee’s basic pay rate. However, in 2014, several employment law...more

IRS and Treasury Issue More Guidance on “Inversion” Transactions

The Treasury Department and the Internal Revenue Service have issued additional guidance about so-called “inversion” transactions. Generally, an inversion transaction results where a U.S. corporation (“U.S. Target”) is...more

Employment Law Commentary, October 2015

EU Employment Issues In M&A Transactions - Across industry sectors, there is one thing that all organizations have in common—people. Every organization needs a workforce to steer it in the right direction. This means...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

Inside M&A - October 2015

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Preparing for the Unsolicited Bid

Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...more

Global Private Equity Newsletter - Fall 2015 Edition: Evaluating Cybersecurity Risks and Preparedness in Target Companies

Before committing resources to a potential investment, private equity firms should aggressively evaluate a target company’s cyber risks and cyber preparedness. Some target companies are naturally more exposed to cyber risk...more

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

2015 Guide to Acquiring US Public Companies

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

True Health Diagnostics Makes Offer to Acquire Health Diagnostic Laboratory

True Health Diagnostics, based in Frisco, Texas, has offered to acquire Health Diagnostic Laboratory (HDL), based in Richmond, Va., for $32 million, according to a Richmond Times Dispatch report....more

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