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Securities Mergers & Acquisitions Business Organization

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

National security reviews 2017: A global perspective — Canada

by White & Case LLP on

While few deals are challenged in Canada, national security reviews are becoming more common and complex - The Investment Review Division (IRD), which is part of the Ministry of Innovation, Science and Economic...more

Lessons for Private Equity Shareholders and Merging Parties from the FTC’s Challenge of Red Ventures/Bankrate

by Goodwin on

The Federal Trade Commission recently challenged Red Ventures’ proposed $1.4 billion acquisition of Bankrate, alleging it would lessen competition in the market for third-party paid referral services for senior living...more

The FTC’s Challenge of Red Ventures–Bankrate: Antitrust Risks in Deals Backed by Private Equity Minority Shareholders

by Shearman & Sterling LLP on

On November 3, 2017, the Federal Trade Commission filed a complaint challenging Red Ventures’ proposed acquisition of Bankrate. The FTC alleged that the deal likely would have lessened competition in the market for...more

Delaware Supreme Court Affirms Delaware Court Of Chancery's Use Of Its Own DCF Method To Determine Fair Value After...

by Shearman & Sterling LLP on

On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders...more

President Trump Blocks Sale of U.S. Company to Chinese Buyers Under CFIUS

by Williams Mullen on

On September 13, 2017 President Trump ordered that the acquisition of Lattice Semiconductor Corporation by Chinese purchasers be “prohibited” under CFIUS. While this is the first publically announced blocking of an...more

Financial Services Weekly News - November 2017

by Goodwin on

Editor's Note - In This Issue. The U.S. House of Representatives approved the Senate’s 2018 budget resolution, potentially paving the way for tax reform; the U.S. Securities and Exchange Commission (SEC) issued three...more

Can Overseas Bidders Guard Against M&A Risks in An Increasingly Economically Nationalist Europe?

by Latham & Watkins LLP on

Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies. Deal teams have previously...more

Day 22 of One Month to More Effective Compliance for Business Ventures-How Business Ventures are Different Risks Than Third...

by Thomas Fox on

In the final episode of this month’s series of One Month to More Effective Compliance for Business Ventures, I sat down with this month’s podcast sponsor, Mike Volkov, CEO of the Volkov Law Group to explore the key insight...more

Delaware Court Of Chancery Dismisses Post-Merger Fiduciary Duty Claims Against Alleged Controller

by Shearman & Sterling LLP on

On October 24, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted a motion to dismiss a putative class action by former stockholders of Morgans Hotel Group Co. (“Morgans”), challenging its $794...more

The Acquisition and Leveraged Finance Review – Italy

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

Day 20 of One Month to More Effective Compliance for Business Ventures-Franchisor Liability

by Thomas Fox on

I am often asked about franchisor liability under the FCPA. Franchising has been a successful model in the US and now many corporations are looking at overseas expansion opportunities. Franchise law has become well developed...more

The Good, the Bad and the Ugly: Candour in Ex Parte Applications

by Bennett Jones LLP on

A recent decision by the Alberta Court of Appeal (ABCA) reminds us that counsel must take care to provide a balanced view of both sides and not overreach in their asks when seeking an ex parte application, lest the court set...more

Italy Issues New Rules on Hostile Foreign Takeovers and Golden Powers

by Latham & Watkins LLP on

The Italian Council of Ministers has approved law decree no. 148 (the Decree), extending the disclosure requirements on stakebuilding in Italian listed companies and the Italian government’s so-called “golden powers”. The...more

Day 19 of One Month to More Effective Compliance for Business Ventures-Distributors as Business Venture Partners

by Thomas Fox on

Many compliance practitioners generally view distributors as a part of their third-party risk management program, with most of their attention to the pre-contract phase of the risk management process. Typically, most of the...more

Day 18 of One Month to More Effective Compliance for Business Ventures-Financial Review of Your Business Venture Partner

by Thomas Fox on

One area not usually considered around your business ventures is the financial health of the joint venture partner, teaming partner, strategic partner or any other type of business partner or relationship which might occur in...more

Traditional UK Employment Law Means Gig Economy Transactions Could Be Hard Work For M&A Deal Teams

by Latham & Watkins LLP on

Companies operating in the “gig economy”, using a largely self-employed workforce, have enjoyed enormous growth in recent years and have made popular M&A targets. In the UK, these companies have come into conflict with...more

Day 16 of One Month to More Effective Compliance for Business Ventures-Know Your Customer

by Thomas Fox on

Do FCPA considerations come into play for customers? How should you think about your obligations under the FCPA for a group not traditionally associated with FCPA liability or even FCPA risk? These questions and perhaps...more

Break Fees Can Cause Broken M&A Deals

by Latham & Watkins LLP on

Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A...more

UK national security and infrastructure – tougher merger control ahead?

by Dentons on

On 17 October, the UK Government published a Green Paper reviewing national security implications of foreign ownership or control, as indicated in this year's Queen's Speech....more

Day 15 of One Month to More Effective Compliance for Business Ventures- Tying It All Together for Joint Ventures

by Thomas Fox on

As I conclude this section on joint ventures, I want to emphasize again the risk they pose under the FCPA. Mike Volkov has stated, “A joint venture requires the integration of disparate company cultures. It can be successful,...more

The Acquisition and Leveraged Finance Review – US

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – Russia

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – Spain

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – Germany

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

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