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Sale Of Shares At Sheriff’s Sale May Constitute Conversion

by Allen Matkins on

One might expect that a sheriff’s sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor. A California Court of Appeal, however, has ruled that it could....more

The Waiting Game: When, Why, and How to File with CFIUS in a New Era of Investment Scrutiny

The other day I spoke to a colleague at the U.S. Department of the Treasury who works in the Office of Investment Security and said, “I heard CFIUS filings were going to break last year’s record total.” He just laughed. He...more

Court Of Chancery Applies Limitations Outside Of Arbitration

by Morris James LLP on

HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more

The Financial Report, Vol. 6, No. 22

by DLA Piper on

Discussion and Analysis - As we draw toward the close of another year, we always like to take a moment to reflect. This is our last issue of 2017, our sixth year of publication. It hardly seems possible it has been that...more

Minerals Matters Autumn 2017

by DLA Piper on

Hello and welcome to the latest edition of Minerals Matters. A lot has happened since the last edition but the issues that affect business remain the same and certainty remains elusive and in many respects even harder to...more

Superior Court Rules When Fees Recoverable

by Morris James LLP on

Clean Harbors Inc. v. Union Pacific Corporation, No. N15C-07-081 MMJ CCLD (Nov. 15, 2017) - When an obligation to indemnify includes the fees incurred in the underlying litigation is a surprisingly frequent question....more

Investing Intelligently in an E-Commerce Company: Challenges & Potential Innovations

by Dentons on

By 2027, Singapore’s e-commerce market is predicted to grow five-fold – to at least US $5.4 billion (S$7.5 billion), according to a study by Google and Temasek Holdings. E-commerce markets in other parts of Asia are also...more

Court of Federal Claims Rejects SBA Decision that Future Conditional Restriction on Stock Ownership Destroys “Unconditional...

Veteran-owned small businesses have long grappled with seemingly benign drafting inconsistencies between Small Business Administration (SBA) and Department of Veterans Affairs (VA) regulations that can leave a business...more

Corporate Law & Governance Update - December 2017

by McDermott Will & Emery on

Unprecedented 2018 Board Challenges - The health system board should be prepared to address an extraordinary number of significant, enterprise-level challenges that are expected to arise in 2018. These challenges will...more

Superior Court Explains How To Prove Fees

by Morris James LLP on

The Boeing Company v. Spirit Aerosystems Inc., No. N14C-12-055 EMD CCLD (Dec. 5, 2017) - This decision explains the process and proof required to establish the amount of a fees award....more

Top Considerations for Companies Engaging in Political Expression

by Perkins Coie on

We all know to avoid the topic of politics with family and friends at the holidays, but in recent months, American companies and the CEOs who lead them have spoken publicly on social and political issues like never before....more

Global Legal Insights: Bribery & Corruption, 2018 - China

by Latham & Watkins LLP on

China has had strong anti-corruption laws for many years. On 1 January 1980, the Criminal Law of the People’s Republic of China (the “PRC Criminal Law”), containing the criminal offences of bribery and corruption, came into...more

U.S. House of Representatives Acts To Codify Registration Exemption for M&A Brokers

On December 7, 2017, the U.S. House of Representatives passed the “Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017 (H.R. 477).” The bipartisan bill passed the House by a vote of 426-0....more

Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

by Farrell Fritz, P.C. on

When the tsunami of LLC enabling statutes swept the U.S. in the late ’80s and early ’90s, including New York in 1994, many included a default rule authorizing as-of-right member withdrawal and payment for the “fair value” of...more

Introduction to Debt Exchange Offers

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 9 - Issuers have a variety of tools when dealing with upcoming debt maturities, including using a combination of exchange offers, tender offers, and/or new money issuances and...more

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

November 2017 Bid Protest Roundup

This roundup of interesting bid protest decisions issued in November 2017 highlights two decisions, both at the Government Accountability Office (“GAO”). The first reminds contractors that competitors can work together when...more

Another Foolish Inconsistency – This Time For Broker-Dealers

by Allen Matkins on

Yesterday’s post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule. Today’s post tackles a foolish inconsistency in the California Codes. Section 25217(c) of the California Corporations Code...more

Cross-Border Clash for the Brazilian Dutch Telco in the U.S. Courts

by Morrison & Foerster LLP on

Distressed and special situations investors should take note of the U.S. Bankruptcy Court’s recent decision in Oi’s Chapter 15 case. We present our takeaways for investors. The U.S. Bankruptcy Court refused to recognise...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely - December 2017

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: a revised Toolkit on National Action Plans on business and human...more

The Enforceability of Ipso Facto Provisions in a Dismissed Chapter 11 Case

by Dechert LLP on

Section 365 of the U.S. Bankruptcy Code does not address the legal status of an executory contract that is not assumed or rejected in a chapter 11 proceeding. In such cases where a chapter 11 plan is confirmed, courts adopt...more

Dorsey Anti-Corruption Digest - December 2017

by Dorsey & Whitney LLP on

Deputy Attorney General Rod Rosenstein announced the addition of a new Department of Justice (DOJ) Foreign Corrupt Practices Act (FCPA) policy, titled the FCPA Corporate Enforcement Policy. The new policy, which was...more

Court: Operating Agreement Did Not Grant Terminated Employees Lifetime Jobs

by Allen Matkins on

An employment agreement is one thing and an operating agreement quite another. In ITV Gurney Holding Inc. v. Gurney, Cal. Ct. Appeal Case No. B281694, the board of a limited liability company fired two employees who were...more

New EU Prospectus Regulation 2017/1129 Entered into Force, European Capital Markets Update

by Jones Day on

On 20 July 2017, the new EU Prospectus Regulation (Regulation (EU) 2017/1129) of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or...more

Sanctions Updates: Cuba, North Korea, Russia, Sudan, Venezuela

by Michael Volkov on

Sanctions compliance is challenging because of the changing nature of sanctions regulations and individuals identified as Specially Designated Nationals. With each new administration, foreign policy priorities are usually...more

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