Prospective buyers should prepare to take advantage of opportunities to acquire distressed businesses, as we are likely to see an uptick in distressed M&A soon.
Prospective buyers seeking first-mover advantages should act...more
10/21/2022
/ Acquisitions ,
Anti-Assignment Clauses ,
Bankruptcy Code ,
Bankruptcy Court ,
Corporate Bonds ,
Debt Restructuring ,
Distressed Debt ,
Due Diligence ,
Foreclosure ,
Fraudulent Transfers ,
Hart-Scott-Rodino Act ,
Healthcare ,
Liquidity ,
Mergers ,
Retailers ,
Software ,
Stock Markets ,
Telecommunications
Delaware Chancery Court awards specific performance after finding that buyer failed to demonstrate a material adverse effect or ordinary course breach by target and that buyer failed to use reasonable best efforts to obtain...more
5/26/2021
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Contract Termination ,
Coronavirus/COVID-19 ,
Debt Financing ,
Lenders ,
Material Adverse Effects ,
Ordinary Course of Business Defense ,
Representations and Warranties ,
Sellers ,
Stock Purchase Agreement ,
Terms and Conditions
Express Scripts: Delaware Supreme Court holds that an otherwise undefined “deliberate fraud” carve-out to an indemnification provision is limited to intentional fraud and does not include recklessness.
Specific provisions...more
Delaware Court of Chancery holds that specific accounting principles in a merger agreement will govern, even though it may result in a different approach to accounting standards for determining the target’s tangible net worth...more
The amendments are designed to increase focus on material information while simplifying compliance efforts.
The amendments eliminate the five-year selected financial data requirement, limit selected quarterly financial...more
1/11/2021
/ Compliance ,
Disclosure Requirements ,
EDGAR ,
Federal Register ,
Foreign Private Issuers ,
Form 10-K ,
Initial Public Offering (IPO) ,
Liquidity ,
MD&A Statements ,
New Amendments ,
PCAOB ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Smaller Reporting Companies
As mandated by the 2015 FAST Act, the amendments will simplify disclosure requirements, reduce costs and burdens and improve access to information.
The amendments will provide for the redaction of confidential and...more
Failure to present GAAP financial measures “with equal or greater prominence” to non-GAAP measures results in cease-and-desist order and civil fine -
The SEC continues to focus on noncompliant use of non-GAAP financial...more
SEC adopts final rules to allow reporting companies to use Regulation A to conduct unregistered securities offerings.
Reporting companies may use Regulation A to conduct securities offerings of up to $50 million in a...more
A simplified Rule 5635(d) could facilitate capital formation by changing the definition of market value.
Nasdaq is proposing to update and simplify Listing Rule 5635(d) by changing the definition of market value and...more
On August 17, 2017, the Securities and Exchange Commission (SEC) updated its June 29, 2017 guidance on the confidential review process for draft registration statements and financial information that may be omitted from draft...more
In FdG, the Delaware Court of Chancery held that a Buyer’s fraud claim based on extra-contractual representations will not be barred unless the anti-reliance disclaimer is drafted as an unambiguous affirmative expression by...more
The SEC’s final crowdfunding rules, which are largely consistent with the proposed rules, provide broader access to capital for startups and small businesses, though concerns over cumbersome disclosure and regulatory...more
Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more
7/10/2015
/ Board of Directors ,
Clawbacks ,
Corporate Issuers ,
Corporate Officers ,
Cost Recovery ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Look-Back Measurement Period ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders