Tender Offers

News & Analysis as of

SEC Settles Insider Trading Action With Corporate Executive

Insider trading has long been a staple of SEC enforcement. The agency has brought a number of actions against corporate executives who have abused their position by using inside information entrusted to them for personal gain...more

Will Tender of Full Amount of Named Plaintiff’s Claim Moot a TCPA Class Action?

In Campbell-Ewald Co. v Gomez, 136 S.Ct. 663 (2016), the Supreme Court held that Rule 68 offers of judgment to a class representative do not moot a class action. The Supreme Court left open the possibility that an actual...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

Tippee of Broker Resolves Insider Trading Charges with SEC

The SEC filed its second action tied to illegal tipping by brokerage firm registered representative Kevin Dowd. The first was SEC v. Dowd, Civil Action No. 3:13-cv-00494 (D. N.J. ) filed in January 2013. The second is SEC v....more

Dress Barn Finance Department Yields Another SEC Insider Trading Action

The SEC filed another insider trading action as an administrative proceeding – a continuing trend. This action may also represent another trend – it is the second which names as a Respondent a member of the finance department...more

Spokeo Set to Resolve Lingering Questions Over Constitutional Standing

The parameters of Constitutional standing, which have been in flux for decades, are solidifying before our very eyes. In recent months the U.S. Supreme Court has confirmed that a litigant must have a “live dispute” at all...more

"New German Delisting Rules Aim to Protect Investors"

On October 1, 2015, the German Parliament amended the German Stock Exchange Act to provide more protection to investors in delistings, remediating the perceived lack of protection that the German Supreme Court created through...more

The Renewable Energy Sources Act is undergoing a Fundamental Change: From Photovoltaics to Wind Energy - With the end of the final...

The third and final round of the pilot tenders for freestanding PV installations was launched on 6 October of this year. Bids were accepted until 1 December 2015. ...more

New Tenders Law to come into effect in Qatar

A New Tenders Law (the new law) has recently been decreed in Qatar and is expected to be published shortly. Following a recognised need for a set of uniform guidelines bringing more clarity to the public procurement process...more

The Oman Update - Official Gazette 1127

Ministerial Decisions - Ministry of Commerce & Industry - Ministerial Decision No. 315/2015 Giving Effect to the Implementing Regulations of the GCC Unified Law of Anti-dumping, Countervailing Measures &...more

Procurement Pulse - November 2015

Further debate on the living wage this month, as the Scottish Government issues guidance on evaluating fair working conditions that relate to the subject matter of a procurement. Useful direction from the courts on how to...more

Mylan Agrees to Divest Seven Products, Including Three Pipeline Products, to Clear FTC Hurdle in Its $27 Billion Tender Offer Bid...

The Federal Trade Commission (“FTC”) yesterday concluded its antitrust review of Mylan N.V.’s (“Mylan”) proposed acquisition of Perrigo Company plc (“Perrigo”) by entering into a proposed consent judgment that would require...more

Beware of Good Intentions: Insurer Cannot Escape Duty to Defend by Interpleading Policy Limits That Were Not Subject to Competing...

On October 6, 2015, the United States District Court, Northern District of California held that an insurer breached its duty to defend by interpleading remaining policy limits and ceasing its defense of its insured. ...more

Insurers Beware: Respond Promptly or Lose the Right to Control the Defense

The tables may be turning. Insurers often seek to avoid their coverage obligations by invoking time limitations in their policies for providing claim notifications. On the other hand, these same insurers routinely take their...more

Corporate Governance Alert (US): The Menace of the Mini Tender

A perfectly legal, but on its face very predatory, practice is increasingly hitting major public companies and likely confusing and taking advantage of their small individual investors: the “mini” tender offer. Thus far, the...more

Post-Newman Reality: Investigations Involving Unwitting “Tips” to Close Friends and Relatives Will Continue

Earlier this week, the United States Supreme Court declined to hear the federal government’s appeal of the ruling by the Court of Appeals for the Second Circuit in U.S. v. Newman. This leaves intact the Second Circuit’s quid...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

The Oman Update - Official Gazette 1116

Ministerial Decisions - Ministry of Health - Ministerial Decision No. 124/2015 - Promulgating the regulations governing private health facilities for the treatment and rehabilitation of patients with an...more

Twelve hydrocarbon deposits are tendered in the Republic of Kazakhstan

The RK Ministry of Energy has approved a list of subsurface areas to be tendered. The list includes 12 hydrocarbon deposits, half of which are located in the Kyzylorda Oblast. The period for filing applications to...more

Oil and Gas Tenders in Mexico Proceed With Additional Specificity in Draft PSC

Where does Mexico’s upstream oil and gas bid round process stand? SJA: The tender for the first package of properties auctioned as part of Mexico’s “Round 1” covered shallow water blocks and ended on July 15, 2015, with...more

DOJ and SEC Announce Parallel Action Against Former Investment Banking Analyst and Two Individuals for Alleged Involvement in...

On August 25, the DOJ unsealed an indictment charging three defendants each with (i) one count of conspiracy to commit securities and tender offer fraud; (ii) 13 counts of securities fraud; (iii) 13 counts of tender offer...more

Mexico’s Energy Industry - Final Model Contract and Bidding Guidelines Published for Ronda Uno, Second Tender

On August 25, 2015, the Comisión Nacional de Hidrocarburos (CNH) published the final form of the Bidding Guidelines (“Guidelines”) and the Model Production Sharing Contract (PSC) for the Second Tender initially published on...more

Straight Outta Delaware: JLI Invest S.A. et al. v. Cook et al.

As soon as we start to think that Delaware’s unclaimed property practices and administration couldn’t possibly get any more egregious, another lawsuit like JLI Invest S.A. et al. v. Cook et al., Case No. 11274 surfaces. The...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

The Impact of Newman on SEC Enforcement: Part IV

This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings...more

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