Securities Business Torts Mergers & Acquisitions

Fiduciary Duty Mergers Shareholder Litigation Board of Directors Breach of Duty Shareholders Acquisitions Controlling Stockholders Business Judgment Rule Class Action Corporate Counsel Derivative Suit SEC Insider Trading Standard of Review Aiding and Abetting DE Supreme Court Delaware General Corporation Law Corporate Governance Appeals Securities Fraud Securities Litigation Settlement Corporate Officers Disclosure-Based Settlements Enforcement Actions Directors Entire Fairness Standard Publicly-Traded Companies Conflicts of Interest Dismissals Merger Agreements Minority Shareholders Pleading Standards Securities Exchange Act Shareholder Rights Pleadings Popular Proxy Statements Scienter Appraisal Dodd-Frank Duty of Loyalty Financial Adviser Going-Private Transactions Professional Liability Shareholder Votes Tender Offers Appraisal Rights Bad Faith Bylaws Common Stock Disclosure Requirements Forum Selection Fraud Standing Statute of Limitations Trulia Buyouts Duty to Disclose Misrepresentation Mootness Self-Dealing Books & Records Breach of Contract Demand Futility Disclosure Exculpatory Clauses Executive Compensation MFW Motion to Dismiss Preferred Shares Private Equity Revlon Standard Shareholder Activism Stocks Whistleblowers Acquisition Agreements Canada Class Certification Corporate Sales Transactions Covenant of Good Faith and Fair Dealing D&O Insurance Damages Dell ERISA Fair Market Value Illegal Tipping Investors Leveraged Buyout Omissions Personal Liability Preliminary Injunctions SCOTUS Statute of Repose Supplemental Disclosures UK Attorney's Fees Auditors Beneficial Owner Burden of Proof China Class Representatives Contract Terms Cybersecurity Disclosure Settlement DOJ Dole Food Due Diligence Duty of Care Enforcement Failure To Disclose Fairness Standard False Statements Fee-Shifting Foreign Corporations FTC Hart-Scott-Rodino Act Hedge Funds Independent Directors Injunctions Material Misstatements Multidistrict Litigation Parent Corporation Plainly Material Standard PSLRA Remedies Reversal Reverse Mergers Revlon Securities Special Committees Stock-for-Stock Merger Summary Judgment Target Company Verizon Young Lawyers Abuse of Discretion Apple Broker-Dealer Bundling Rules Buyers C-Suite Executives Causation Celera Civil Monetary Penalty Compliance Confidential Information Contract Disputes COOs Corwin Doctrine Derivative Complaint Derivatives Dilution Due Care EU Fair Value Standard FINRA Food Manufacturers Freeze-Out Mergers Good Faith Indemnification Independent Boards Initial Public Offerings Insolvency Insurance Industry Joint and Several Liability Jurisdiction Limited Partnerships Listing Standards Loss Causation Market Abuse Master Limited Partnerships Mortgage-Backed Securities Oil & Gas Omnicare Opt-Outs Personal Benefit Pharmaceutical Industry PLSRA Ponzi Scheme Pre-Merger Filing Requirements Regulation D Representations and Warranties RMBS Rule 10b-5 Sale of Assets Sarbanes-Oxley Say-on-Pay Sellers Shareholder Approval Shareholder Demands SLUSA Sothebys Standstill Agreements Stock Purchase Agreement Subsidiaries Take-Private Transactions Takeovers The Clayton Act Third Point Totality of Circumstances Test UK Supreme Court Unfair Dealing Venture Capital Walgreens 10b5-1 Plans Accounting Acquisition Finance Administrative Proceedings Agency Deference Agreement To Negotiate Alberta Securities Commission Allergan Inc Ambiguous Amended Complaints Annual Reports Antitrust Litigation Antitrust Provisions Arbitrage Arbitration Arms Length Transactions Articles of Association Asset Management Asset Valuations Assignments Attorney Malpractice Attorney-Client Privilege Auction Audits Bank of America Bank of New York (BNY) Mellon Beats Electronics Best Interest Standard Bitcoin Business Corporation Act Business Court Business Valuations Buy-Out Agreements CalPERS CalPERS v ANZ Securities Capital Contributions Cease and Desist Cease and Desist Orders CEOs Certifications CFTC Chadbourne & Parke LLP v Troice Change of Ownership Charter Communications Choice-of-Law CIGNA Closely Held Businesses Closing Documents Coercion Commercial Bankruptcy Commercial Leases Committee Meetings Companies Law Company Law Conflicts Committee Consideration Constitutional Challenges Contract Drafting Contract Interpretation Corporate Dissolution Corporate Liability Corporate Management Creditors Criminal Prosecution Cross-Border Transactions Cyber Incident Reporting Data Breach Data Mining Debt Collection Debtors Detrimental Reliance Direct Suit Disclaimers Dismissal With Prejudice Disparate Impact Dissenters Rights Dollar Tree Don't Ask - Don't Waive Drop-Down Transactions Duke Energy Duty of Prudence Earn-Outs eBay Employee Shareholders Energy Sector Engagement Letters Equitable Tolling ESOP Estoppel Ethics Breach Ex Parte Excessive Fees Exclusive Forum Exhaustion Doctrine Facebook Fair Price FBI FCPA Federal Pleading Requirements Federal Reserve Fee Awards FFIEC FHFA Filing Fees Financial Conduct Authority (FCA) Financial Institutions Financial Regulatory Reform Financial Reporting Financing FinCEN Foreign Issuers Form D Filing Fraudulent Transfers Full Faith and Credit GAAP Gelboim v Bank of America General Solicitation Gerber Goldman Sachs Gross Negligence Halliburton Halliburton v Erica P. John Fund Healthcare Heinz HKEx Honest Belief Defense Hong Kong Hong Kong Securities and Futures Commission (HKSFC) Hostile Takeover Inadvertent Errors Incentive Compensation Incentive Stock Options Incentives Indemnification Clauses Independent Director Information Reports Insider Breach Interlocking Directorate Investment Banks Investment Company Act of 1940 Investment Portfolios Judicial Appointments Judicial Review Kickbacks Landlords Lehman Brothers Libor Life Sciences Limited Liability Company (LLC) MA Supreme Judicial Court Majority Shareholders Market Manipulation Mary Jo White Material Disclosures Material Misrepresentation Materiality Member State Merrill Lynch Misclassification Mootness Fee Applications Morgan Stanley Morrison v National Australia Bank Motion To Stay Motion To Strike Negotiations NFA No-Action Letters Non-GAAP Financial Measures NV Supreme Court NYSE OCC Omnicare v Laborers District Council Ontario Securities Commission (OSC) Oral Contracts Organic Partnership Agreements Payday Loans Penalties Pet Smart Plan of Arrangement Poison Pill Post-Closing Money Damages Preemption Principal Place of Business Privately Held Corporations Proxies Proxy Contests Proxy Materials Proxy Put Proxy Solicitations Purchase Agreement Purchase Price Rating Agencies Reaffirmation Referendums Registration Statement Release Agreements Reporting Requirements Repudiation Rescission Restitution Restrictive Covenants Reverse Stock Splits Reverse Triangular Mergers Right of FIrst Refusal Rule 11 Russia Sales Sanctions Schedule 13D Schedule 14D-9 Scheme of Arrangement SEC v Payton Section 10(b) Securities Act of 1933 Securities Violations Severance Pay Share Classes Shared Responsibility Rule Shareholder Oppression Shareholders' Agreements Short-Form Mergers Short-Swing Trading SIPC Size of Persons Test Size of Transaction Test Smithfield Foods Sovereign Debt Sprint Squeeze-Out Mergers Standard Contractual Clauses State of Incorporation Stock Deals Stock Exchange Stock Repurchases Strike Suits Swap Dealers Swaps Takeover Bids Technology Technology Sector Telecommunications Tenants Third-Party Relationships Threshold Requirements Time Warner Cable Tippees Too Big to Fail Tortious Interference Transfer of Assets Transfers Trials TRO UK Brexit Undervalue Transfers Unfair Labor Practices Vacated Venue Virtual Currency Vodafone Voting Securities Waiver of Liability Wal-Mart Waste Websites Whistleblower Protection Policies White Collar Crimes Williamson Act Wire Fraud Witnesses Zillow