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Business Organization Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Impacts of Tax Reform on a Company's Financial Statement

by Bryan Cave on

Recent tax legislation, generally referred to as the Tax Cuts and Jobs Act (the “Act”), will have a significant impact on financial statement reporting. The Act was signed into law on December 22, 2017, and the financial...more

Senior EU Court Adviser Provides Welcome Guidance on Gun-Jumping

by WilmerHale on

EU and US laws prohibit merging companies from implementing reportable transactions until their deal is cleared or the statutory waiting period has expired. Violations of this principle are colloquially known as “gun-jumping”...more

Delaware Court Of Chancery Holds That Addition Of MFW Protections Following Initial Controller Proposal But Before Negotiations...

by Shearman & Sterling LLP on

On February 2, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed a stockholder challenge to the buyout of Synutra International Inc. (“Synutra”) in a squeeze-out merger by a controlling...more

Hong Kong Securities and Futures Commission Proposes Raising Whitewash Approval Threshold

by Jones Day on

The Situation: The high level of certainty of obtaining shareholders' approval for whitewash waivers could lead to potential abuse by parties looking to obtain or consolidate control through whitewash transactions in Hong...more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Should Your Bank Consider Eliminating Its Parent Bank Holding Company?

by Holland & Knight LLP on

• After the April 2017 announcement that Bank of the Ozarks in Little Rock, Ark., had decided to eliminate its bank holding company in favor of operating directly through its bank subsidiary, a number of banks have followed...more

This Week in FCPA-Episode 88, the Birthday Edition

by Thomas Fox on

In this episode, Jay Rosen and myself take a look at some of the top compliance stories over the past week. 1. Justice Department Escalates Inquiry on Global Sports Corruption. Rebecca Ruiz reports in the New York Times....more

Federal Trade Commission revises Hart-Scott-Rodino thresholds for 2018

by Dentons on

On January 26, 2018, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for reporting transactions pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The...more

The Recent Resurgence of Special Purpose Acquisition Companies

by Latham & Watkins LLP on

Special purpose acquisition companies, or SPACs, are companies that are incorporated for the purpose of making one or more strategic acquisitions. SPACs are also referred to as “blank check” companies or “cash shells”, which...more

8 Key M&A Trends in 2018 - From Sweeping Tax Changes, to Continued Big Ticket M&A

by Morrison & Foerster LLP on

From sweeping changes to the U.S. tax code, to big ticket M&A transactions making headline news – 2017 proved to be an eventful year for M&A dealmakers. As we settle into 2018, we wanted to take a moment to reflect on some of...more

Webcast: What is a SPAC?

Eversheds Sutherland (US) Partners Cynthia M. Krus and Vlad M. Bulkin presents, "What is a SPAC?" a webcast, on February 1, 2018. The virtual event provides an overview on Special Purpose Acquisition Companies (SPACs)...more

Annual HSR Threshold Adjustments Announced

by Latham & Watkins LLP on

FTC adjusts the Hart-Scott-Rodino Act size thresholds, inter alia, to raise the minimum size for reportable acquisitions to $84.4 million. On January 26, 2018, the Federal Trade Commission (FTC) announced new...more

Federal Trade Commission Increases Interlocking Directorate Thresholds for 2018

by Bryan Cave on

Last week the Federal Trade Commission published its annual revision of the interlocking directorates thresholds under Section 8 of the Clayton Act. The new thresholds are effective today, January 29, 2018....more

FTC Announces Increased HSR Thresholds

by Ropes & Gray LLP on

The Federal Trade Commission has announced revised jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the Act”), as amended. The new thresholds under the Act represent an...more

Tax Reform Impacts Use of Transaction-Related Deductions

by Bryan Cave on

Recent tax legislation passed by Congress (the “Act”) generally eliminated a corporation’s ability to carry back net operating losses (“NOLs”) to prior years1 and instead allows the NOLs to be carried forward...more

New HSR Reporting Thresholds Announced for 2018

by Smith Anderson on

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the...more

Increase in HSR Reportability Thresholds and Other HSR Developments

by Dorsey & Whitney LLP on

On January 26, 2018, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. ...more

Premerger Notification Thresholds Increased

by Bryan Cave on

Effective February 28, 2018, the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), will increase. Pursuant to statutory amendments made in 2000, the thresholds...more

HSR Size of Transaction Threshold to Increase to $84.4 Million

by WilmerHale on

The Federal Trade Commission ("FTC") announced revised thresholds for merger notifications under the Hart-Scott-Rodino ("HSR") Act. Once effective, the lowest size-of-transaction filing threshold (also known as the "$50...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

On January 26, 2018, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on...more

FTC Announces New Thresholds for 2018

by Goodwin on

As required by the HSR Act, on January 26, 2018, the FTC released its annual adjustments to the reporting thresholds. The key number to remember is now $84.4 million. Generally, transactions valued at $84.4 million or more...more

Thoughts for Board and Senior Management of Israeli Public Companies

by White & Case LLP on

We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year....more

Revised HSR Thresholds Announced

On January 26, 2018, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

FTC Increases HSR Thresholds for 2018

by Shearman & Sterling LLP on

On January 26, 2018, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction...more

Federal Trade Commission Revises Hart-Scott-Rodino Thresholds

As it does every year at this time, the Federal Trade Commission (FTC) has issued revised Hart-Scott-Rodino Act (HSR) jurisdictional thresholds for the upcoming year. The FTC is required by law to revise the filing thresholds...more

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