Tender Offers

News & Analysis as of

Oil & Gas Sector in Mexico: Comisión Nacional de Hidrocarburos Announces Petróleos Mexicanos Invitation to Bid for Ayín-Batsil...

On March 7, 2017, the Mexican government, through the Comisión Nacional de Hidrocarburos (National Hydrocarbons Commission or “CNH”), commenced an international tender process to grant the right to enter into a production...more

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Interval Funds - at the Intersection of Liquidity, Transparency, and Valuation DLA Piper's handbook

As yet another demonstration of the investment management industry's ability to develop products to meet the demands of investors and their advisers, we have the "interval fund." These funds are SEC-registered closed-end...more

Exchange Act Sections 13(d), 14(d) and 16(a): A New SEC Focus?

The Exchange Act requires that certain disclosures be made by significant shareholders and those seeking to make a tender offer. Section 13(d), for example, requires those acquiring a stake of 5% or more to make certain...more

Governance & Securities Law Focus: Asia Edition - February 2017

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

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

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

Mexico’s Crown Jewels: Deep Water and Farmout Tender Results

Mexico’s Crown Jewels: Deep Water and Farmout Tender Results - On December 5, 2016, the Comisión Nacional de Hidrocarburos (“CNH”) conducted the Opening and Presentation of Bid Proposals Ceremony for the Ronda Uno,...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

Guidance Provided by SEC on Abbreviated Debt Tender Offers

On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action...more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

Court confirms no right of correction for tender proposals after deadline

On 19 October 2016, the Scottish Court of Session in the Renfrewshire Council case [ 2016 ] CSOH 150 CA 78/16 (Dem-Master Demolition Ltd V Renfrewshire Council as lead authority for Scotland Excel) confirmed that a...more

Summer Tendering Update: Reasonable Expectations and Negative Contingencies

A recent decision from the Alberta Court of Queen’s Bench and Court of Appeal in Elan Construction considered and clarified two aspects of tendering law....more

Trion Farmout

On July 28, 2016, the Mexican National Hydrocarbons Commission ("CNH") published a call for tenders and the corresponding bid guidelines (the "Bid Guidelines") for the International Public Tender CNH-A1-Trion/2016 process, to...more

SDNY Prosecutors Score First Post-Newman Insider Trading Conviction

On August 17, 2016, jurors in a New York federal court convicted Sean Stewart on criminal charges of conspiracy, securities fraud, and tender offer fraud after more than five days of deliberation. Stewart, a former...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Nevada Supreme Court Strikes Significant Blow Against HOA Super-Priority Foreclosure-Sale Purchasers

In September 2014, the Nevada Supreme Court held that an HOA could foreclose on its nominal super-priority lien and extinguish a senior mortgage in SFR Investments Pool 1, LLC v. U.S. Bank, N.A., a ruling that initially...more

Media, Sport and Entertainment Intelligence - August 2016

The Rio 2016 Summer Olympics have been dominating the headlines worldwide for a number of reasons, ranging from broadcasting options, including virtual reality, through to doping accusations. Some of these issues are as yet...more

Public Works Slowdown Following Implementation of the New Italian Public Procurement Code

The Italian Government definitively approved Legislative Decree no. 50 in April this year, implementing Directives 2014/23/EU, 2014/24/EU and 2014/25/EU of the European Parliament and European Council. The revised legislation...more

Assessing Acquisition Offers from Chinese Buyers - CFIUS and related considerations for technology company boards

Notwithstanding reports earlier this year of transactions that either failed to close (GO Scale / Lumileds; Tsinghua Unisplendour / Western Digital), lost out to competing U.S. bids (China Resources / Fairchild) or were...more

SEC Settles Insider Trading Action With Corporate Controller

The Commission filed another settled insider trading action. The case centered on a tender offer by Koch Industries, Inc. for Oplink Communications, Inc., announced before the market opened on November 19, 2014. Following the...more

Oil & Gas Sector in Mexico: The Mexican Government Announces Round Two | Publications

On July 20, 2016, the Mexican government, through the Comisión Nacional de Hidrocarburos (National Hydrocarbons Commission) (“CNH”), published in the Diario Oficial de la Federación (the Federal Official Gazette) the Bidding...more

Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection

The Delaware Court of Chancery recently held that where a majority of a corporation’s fully informed, disinterested, and un-coerced stockholders tender their shares as part of a two-step merger, that has the same “cleansing”...more

Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals

In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more

Delaware Court of Chancery Finds Accepting Tender Offer Has Same Cleansing Effect as Stockholder Vote

In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery recently held that majority stockholder approval of a merger under Delaware General Corporation Law Section 251(h) by accepting a tender...more

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