Key Points Federal Trade Commission (FTC) and Department of Justice Antitrust Division (DOJ) have temporarily suspended discretionary grants of early termination of the waiting period under the Hart-Scott-Rodino (HSR)...more
2/5/2021
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Key Points
- The Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 requires parties that meet certain transaction size and other tests to file premerger notification forms with both the Federal Trade Commission...more
2/3/2021
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On Tuesday, December 1, Assistant Attorney General for Antitrust Makan Delrahim expressed support for tightening restrictions with respect to merger laws for dominant companies....more
12/7/2020
/ Acquisitions ,
Advanced Notice of Proposed Rulemaking (ANPRM) ,
Antitrust Division ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Public Comment ,
The Clayton Act
In this analysis:
- Introduction
- MFW standard applied
- Control explained
- Indemnification tested
- Revlon and fiduciary duties examined
- Delaware reaches out
- Excerpt...more
2/9/2015
This is a reminder that the changes to the Delaware General Corporation Law, which we discussed in more detail below, went into effect on August 1, 2014....more
As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
Last month, in Biolase, Inc. v. Oracle Partners, L.P. (Del. June 12, 2014), the Delaware Supreme court affirmed the oral resignation of a director while on a board call....more
Tomorrow, on April 1, 2014, some potentially important new provisions in the Delaware General Corporation Law (the DGCL) will go into effect....more
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more
In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more
12/20/2013
/ Board of Directors ,
Corporate Governance ,
Defective Corporate Acts ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Public Benefit Corporation ,
Shareholder Votes ,
Shareholders ,
Shelf Corporations
Last month, in Winshall v. Viacom International, the Delaware Supreme Court applied the “reasonable conceivability” standard to a motion to dismiss and addressed the earn-out and indemnification provisions in a merger...more