Securities Mergers & Acquisitions Business Organization

Mergers Acquisitions Shareholder Litigation Board of Directors Shareholders Fiduciary Duty SEC Hart-Scott-Rodino Act FTC Breach of Duty Popular Merger Agreements Business Judgment Rule Controlling Stockholders Threshold Requirements Corporate Counsel Corporate Governance Publicly-Traded Companies Delaware General Corporation Law DOJ EU Private Equity Derivative Suit DE Supreme Court Size of Persons Test Appraisal Size of Transaction Test UK Canada Disclosure-Based Settlements Dismissals Due Diligence Shareholder Rights Class Action Acquisition Agreements Going-Private Transactions Investors Enforcement Actions Compliance Foreign Investment Standard of Review Minority Shareholders Shareholder Activism Shareholder Votes Stocks Target Company Aiding and Abetting Trulia Appeals Pre-Merger Filing Requirements Proxy Statements The Clayton Act Conflicts of Interest Directors Disclosure Requirements Shareholder Approval Premerger Notifications Securities Exchange Act Settlement Takeover Bids Corporate Officers FCPA Initial Public Offerings Tender Offers Appraisal Rights Books & Records Complex Corporate Transactions Cross-Border Transactions Dodd-Frank Entire Fairness Standard Germany Venture Capital Bad Faith Business Valuations China Filing Fees Hostile Takeover IRS Merger Controls Forum Selection Insider Trading Interlocking Directorate Limited Liability Company (LLC) Buyouts CFIUS Contract Terms Fair Market Value Representations and Warranties Startups Australia Corporate Taxes Duty of Loyalty Executive Compensation Financial Adviser FINRA IPO National Security Proposed Amendments Securities Litigation Standing Takeovers Technology Sector Young Lawyers Broker-Dealer Bylaws Capital Raising Common Stock Corwin Doctrine Dell Entrepreneurs European Commission JOBS Act Motion to Dismiss Pleading Standards Revlon Standard Sale of Assets Securities Fraud Antitrust Provisions Attorney's Fees Capital Markets Corporations Code France Fraud Investment Funds Italy Joint Venture Jurisdiction Nasdaq Private Placements Reporting Requirements Say-on-Pay Amended Regulation European Merger Control Regulation Exculpatory Clauses Fairness Standard Financial Regulatory Reform Financial Statements New Guidance Pleadings Private Equity Firms Proxy Season Safe Harbors Securities Securities Act of 1933 Subsidiaries Supplemental Disclosures Takeover Agreement Trump Administration UK Brexit Voting Rights Voting Securities Canadian Securities Administration Confidential Information Demand Futility Duty of Care Exemptions Fair Valuation Foreign Direct Investment Hedge Funds Hong Kong Institutional Investors Investment-Only Exemption ISS Leveraged Finance Liquidity New Legislation Notice Requirements Poison Pill Preliminary Injunctions Proxy Contests Public Offerings Scienter Short-Form Mergers Singapore Squeeze-Out Mergers Stock Purchase Agreement Zillow Breach of Contract Buyers Capital Gains Change in Control Competition Authorities Conflict Mineral Rules Crowdfunding Disclosure Dissenters Rights Dividends Duty to Disclose EBITDA EDGAR Energy Sector Exclusive Forum Filing Requirements Foreign Corporations Indemnification Independent Director Leveraged Buyout MFW Mootness New Regulations Proxy Access Putative Class Actions Regulation D REIT Reversal Reverse Mergers Self-Dealing Selling a Business Shareholders' Agreements Stock Options Tax Liability Valuation Written Consent Yahoo! Accredited Investors Amended Legislation Auction Bids Burden of Proof C&DIs Capital Acquisition Broker (CAB) CFTC Choice of Entity Clawbacks Commercial Bankruptcy Compensation Committee Contract Drafting Corporate Financing Cybersecurity Derivatives Dilution Disclaimers Earn-Outs Enforcement Equity Compensation Failure To Disclose Fee-Shifting Fees Financing Form 8-K Freeze-Out Mergers GAAP Hong Kong Securities and Futures Commission (HKSFC) Intellectual Property Protection Internal Controls Internal Revenue Code (IRC) Inversion Investment Adviser Kenneth Cole Life Sciences Misrepresentation Multidistrict Litigation New Amendments NYSE Oil & Gas Omnicare v Laborers District Council Parent Corporation Partnerships Preferred Shares Privately Held Corporations Proposed Regulation Proxy Voting Guidelines Purchase Agreement Regulatory Agenda Regulatory Standards Risk Management Rule 144A Section 220 Request Shareholder Proposals Small Business Special Committees Spinoffs Stock Prices Stock Sale Agreements UAE Voting Requirements Whistleblowers Abuse of Discretion Affiliates Anti-Corruption Antitrust Investigations Antitrust Litigation Arbitrage Assignments Audits Baker Hughes Bank Holding Company Banks Beneficial Owner Bribery Business Corporation Act CDIs CEOs Change of Control Chief Compliance Officers Closely Held Businesses Comment Period Commercial Companies Law Competition Act Contract Interpretation Contract Negotiations Corporate Dissolution Corporate Sales Transactions Covenant of Good Faith and Fair Dealing Critical Infrastructure Sectors D&O Insurance Data Breach Dole Food Early Stage Companies Equity Securities ERISA Exit Strategies False Statements Federal Reserve Final Rules Financial Conduct Authority (FCA) Financial Reporting Foreign Acquisitions Foreign Private Issuers Foreign Subsidiaries Form 10-K General Solicitation Glass Lewis Halliburton Income Taxes Indemnification Clauses Independent Directors Information Reports Investment Banks Judicial Review Limited Partnerships Liquidation Listing Rules Listing Standards MA Supreme Judicial Court Master Limited Partnerships No-Action Letters OCC Oil Prices Omissions Omnicare Opt-Outs Penalties Pet Smart Pharmaceutical Industry Privatization Reverse Triangular Mergers Russia Sarbanes-Oxley Sellers Semiconductors Settlement Agreements Share Classes Shareholder Demands Spain Special Purpose Entities Standstill Agreements State-Owned Enterprises Stock Exchange Summary Judgment Take-Private Transactions Third Point Third-Party Third-Party Relationships Verizon Vesting 10b5-1 Plans Activist Investors Affordable Care Act Alberta Securities Commission Alternative Minimum Tax American Taxpayer Relief Act Anti-Reliance Clauses Antitrust Division Arbitration Articles of Incorporation Asia ASIC Attorney-Client Privilege Australian Stock Exchange Blue Sky Laws British Columbia Securities Commission Business Court Business Court Division Business Formation Business Model C-Corporation C-Suite Executives Cadbury CAFA Celera Charter Communications Civil Monetary Penalty CJEU Class Certification Class Representatives Climate Change Commercial Real Estate Market Company Law Consent Decrees Consent Order Contract Disputes COOs Corporate Conversions Corporate Executives Corporate Issuers Corporate Liability Corporate Restructuring Credit Default Swaps Criminal Prosecution Cross-Border Damages Debt Financing Delaware Limited Liability Company Act Delisting Deloitte Director Compensation Disclosure Settlement Divestiture Dual Track Process Due Care Economic Sanctions EEA Emerging Growth Companies Employer Liability Issues Environmental Policies Equity Financing Escrow Accounts EU Directive Excise Tax Executive Orders Exxon Mobil Failure To State A Claim Fair Value Standard Fairness Hearings FCPA Resource Guide FDIC Federal Register Financial Markets Financial Services Industry Food Manufacturers Foreign Entities Fund Managers Funding Gain Exclusion General Corporation Law Golden Parachutes Goldman Sachs Good Faith Government Investigations Gross Negligence Gun-Jumping Health Care Providers Health Insurance HKEx Hong Kong Stock Exchange Incentive Stock Options Incorporation Independent Boards Injunctions Injunctive Relief Investment Canada Act Investor Protection Iran Threat Reduction and Syria Human Rights Act Irrebuttable Presumptions Israel Joint and Several Liability Kickbacks Latin America Legislative Agendas LLC Agreements M&A Brokers Market Abuse Market Manipulation Material Misrepresentation Member State Mining MOFCOM Monetary Authority of Singapore Mutual Funds National Security Review Proceedings New Zealand No-Action Relief Nokia Non-GAAP Financial Measures OECD Offerors Partnership Agreements Partnership Interests Passive Activity Patents Pay Ratio Pay-for-Performance PCAOB People's Bank of China Post-Closing Money Damages Private Equity Funds Privileged Communication Proposed Legislation Proxy Advisors Purchase Price Qualified Small Business Stock Quorum Reaffirmation Recapitalization Registration Registration Statement Regulation S-K Regulatory Oversight Remedies Representations and Warranties Insurance Repudiation Rescission Restitution Restrictive Covenants Reverse Takeovers Revlon Risk Assessment Rule 10b-5 Rule 506 Offerings S-Corporation Schedule 13D Scheme of Arrangement SEFs SEHK Share Price Share Purchase Agreements Shelf Corporations Siemens Silicon Valley Social Media Sothebys Special Purpose Acquisition Companies (SPACs) Sprint Stock Deals Stock Float Stock Repurchases Stockholder Agreements Strategic Planning Successor Liability Surveys Takeover Code Tax Reform TFEU The Corporations Act Toronto Stock Exchange Totality of Circumstances Test Transfer of Assets U.S. Treasury UK Supreme Court Unfair Dealing Unregistered Brokers Venue Waivers Wal-Mart Walgreens WTO 3-D Technology 3D Printing Accounting Controls Accounting Fraud Acquisition Finance Activist Hedge Funds Adequate Assurances Administrative Proceedings Advancement Aetna Agency Deference Agreement To Negotiate Alibaba Allergan Inc Amazon Ambiguous Amended Complaints American Pipe & Construction Co. v. Utah AMF Angel Investors Annual Filings Annual Meeting Annual Reports Anthem Blue Cross Anthem Insurance Anti-Bribery Anti-Competitive Anti-Dumping Duty Anti-Inversion Regulations Anti-Money Laundering Anti-Monopoly Anti-Raiding Anticipatory Breach AOL apprai Arm's Length Principle Arms Length Transactions Articles of Association Asset Freeze Asset Management Asset Purchaser Asset-Based Lending Associated Persons ATP Tours Audit Committee Audit Policies Auditors Australian Securities Exchange (ASX) Automotive Industry Bad Actors Banking Sector Basel III BEA Beer Belgium Benchmarks Benefit Corporations BEPS Best Efforts Clauses Best Interest Standard Biosimilars Biotechnology Block Trades Bonds BP Breach of Warranty Brokers BSA/AML Bundling Rules Business Development Business Development Companies Business Expenses Business Records Business Succession Business Taxes Buy-Out Agreements Capital Exchanges Capital Formation Capital Structures Cartels Carve Out Provisions Causation Cease and Desist Orders Censures Certificates of Incorporation CETA Chapter 11 Chipotle Grill Civil Code Civil Investigation Demand Class Members Closing Documents Co-Investment Rights Coal Industry Coercion Collateral Benefits Commercial Contracts Commercial Leases Commercial Real Estate Contracts Commercially Reasonable Efforts Committee Meetings Commodities Commodity Pool Common Ownership Common-Interest Privilege Companies Act Companies Law Compensation & Benefits Compensation Consultant Competition Confidential Communications Confidentiality Agreements Conflicts Committee Consideration CONSOB Consultants Consultation Consumer Lenders Contingency Fees Continuing Education Continuing Legal Education Continuity of Enterprises Contract of Adhesion Contribution Agreements Controlled Substances Act Controlled Transactions Conversion Convertible Debt Copyright Corp Fin Corporate Bonds Corporate Culture Corporate Fines Corporate Misconduct CPOs Credibility Creditors Criminal Convictions Criminal Investigations CTA CVS Cyber Attacks De Minimis Claims Debt Collection Debt Market Debt-Equity Debtors Deductions Default Defective Corporate Acts Defense Sector Defense Strategies Deferred Prosecution Agreements Delegation Doctrine Designated Agent Deutsche Bank Digital Health Direct Suit Director Nominations Discovery Disgorgement Disguised Sales Dismissal With Prejudice Disparate Impact Dispute Resolution Diversity Document Productions DOL Dolly Varden Silver Don't Ask - Don't Waive Double Taxation Driverless Cars Drop-Down Transactions Drug Pricing Duty of Prudence Duty to Defend Duty to Indemnify E-Commerce Eagle Pharmaceuticals Earnings Reports EB-5 Economic Development Electronic Communications Electronic Filing Email Emerging Technology Companies Employee Shareholders Employee Stock Purchase Plans Employment Contract En Banc Review Enabling Laws Energy Contracts Energy Market Energy Policy Equity Markets ESOP Estimated Value Disclosures Estoppel Ethics Ethics Breach EU Market Abuse Regulation (EU MAR) EUMR European Securities and Markets Authority (ESMA) Ex Parte Excessive Fees Exchange Offer Exclusivity Clauses Exemptive Relief Expedia Facebook Facilitation Payments FBI Federal Sentencing Guidelines Fee Awards Fiduciary Exception Financial Crisis Fines FINSA Fintech Charter FIRB First Impression Fiscal Cliff FLSA FOIA Foreign Banks Foreign Business Partners Foreign Equity Securities Foreign Exchanges Foreign Official Foreign Trade Regulations Forum Shopping Franchisors FRB Full Faith and Credit Fundraisers Garner GDP Gender-Based Pay Discrimination General Electric General Jurisdiction General Motors German Supreme Court Gig Economy Gilead Sciences Global Dealmaking Global Market Golden Leash Arrangements Good Cause Goodwill Goodyear Google Governor Markell GPOs Greenmail Guidance Update Healthcare Hedging Heinz Hertz Hewlett-Packard Honest Belief Defense Horizontal Mergers Hostile Offers Hyperlink Hyundai Illegal Trading Immigration Procedures Inadvertent Errors Incentive Compensation Incentives Incubators Indemnity Indemnity Insurance Independent Audits Independent Contractors Inherent Authority Insider Breach Insolvency Insurance Industry Interest Accrual Interest Rates Interested Parties Internal Affairs Doctrine Internal Investigations International Tax Issues Internet of Things Internet Retailers Investment Investment Companies Investment Company Act of 1940 Investment Contract Investment Management Investor Advisory Committee IP License Iran Sanctions Issuer Eligibility Criteria Job Creation Judicial Appointments Judicial Proceedings Justice Department Kickstarter Kraft Labor Code Landlords Legal Entities Lehman Brothers Lenders Letters of Intent Leveraged Lending Leveraged Loans Licenses Listed Company Manual Locked-Box Deals Lockheed Martin Long Term Care Facilities Loss of Goodwill Macron Law Marijuana Related Businesses Martin Shkreli Material Adverse Effects Material Misstatements Material Nonpublic Information Merger Clause Merrill Lynch Mexico MiFID II MiFIR Mootness Fee Applications Morrison v National Australia Bank Mortgage-Backed Securities Most-Favored Nations Motion To Sever Motion To Stay MSRB Multinationals Mylan Pharmaceuticals NASAA NDRC Netflix Netherlands Nextel NFA NJ Supreme Court Nominations Non-Compete Agreements Non-Convertible Debt Securities Non-Disclosure Agreement Non-Employees Non-Profits Non-Public Information Non-Reliance Clauses Non-Signatories Notification Requirements Notifications NV Supreme Court NY Supreme Court Obama Administration Objective Falsity OFAC Offerings Offers OIG Online Gaming Ontario Securities Commission (OSC) Open Source Software Oral Contracts OTC Outsourcing Oversight Committee Pakistan Pass-Through Entities Patent Expiration Patent Portfolios Pay Gap Payday Loans Pensions Permanent Injunctions Personal Benefit Personal Liability Pharmacies Plainly Material Standard Plan of Arrangement Pledges PLSRA Podcasts Policies and Procedures Policy Statement Political Contributions Ponzi Scheme Portfolio Managers PRC Labor Contract Laws Pre-Clearance Precision Medicine Initiative (PMI) Preclearance Prejudgment Interest Presidential Elections Pretext Price Manipulation Principal Place of Business Privacy Laws Privacy Policy Private Funds Private Securities Litigation Reform Act of 1995 Professional Liability Progressive Casualty Insurance Company Prospectus Proxy Materials Proxy Put Public Benefit Corporation Public Communications Public Disclosure Public Entities Public Policy Public Relations Public Safety Pump and Dump Qualified Restricted Stock Units (RSUs) Ratification Real Estate Transfers Rebuttable Presumptions Reciprocity Rules Refiling Registered Investment Companies (RICs) Registration Requirement Regulation A Regulation FD Regulatory Reform Related Parties Release Agreements Release of Liability Renewable Energy Reorganizations Research and Development Resource Extraction Restricted Stocks Restructuring Reverse Stock Splits Right of FIrst Refusal Risk Alert Risk Mitigation Risk-Based Approaches Rolls-Royce