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Securities Mergers & Acquisitions

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

Delaware Supreme Court Reverses Dell Appraisal Decision

The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al. The Chancery Court had found that fair value was 28% above the deal...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Generic drugmaking giant Teva Pharmaceuticals will cut 25% of its workforce (around 14,000 jobs) and shutter manufacturing and R&D facilities in an effort to “simplify its structure and reduce its debt”....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

As widely expected, the Fed affirmed the general strength of the US economy today by raising the benchmark interest rate again today—the 5th raise since the financial crisis....more

CFIUS for Europe? New Screening of Foreign Direct Investments in Europe

On September 13, 2017, the EU Commission released a proposed regulation establishing a framework for screening Foreign Direct Investments (FDI) in Europe. Several EU Member States have already implemented national mechanisms...more

Across the Board-Episode 10 Sheila Hooda on Board Culture

by Thomas Fox on

In this episode, I visit with Sheila Hooda on culture on a Board of Directors and how Boards can drive culture throughout an organization. Some of the topics we highlight are the following: 1. What is good Board culture?...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Crowdfunding site Indiegogo is hoping that a bold move—as one of the first mainstream companies to do so— into the roller-coaster world of ICOs will help make the offerings more palatable for small and large investors....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

HSBC announced yesterday that, 5 years after its controversial deferred prosecution agreement with the DOJ following the Swiss bank’s 2012 $1.9 billion payment over money-laundering allegations, it’ll be released from those...more

Delaware Court Of Chancery Dismisses Breach Of Fiduciary Duty Claims In Connection With Two-Step Merger, Despite Finding Corwin...

by Shearman & Sterling LLP on

On November 30, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty claims against the board of Opower, Inc. (“Opower”) in connection with Opower’s acquisition...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

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Bitcoin futures started trading yesterday for the first time prompting concerns about the volatility of the cryptocurrency that prompted several exchange outages due to 10%+ swings in its price as well as heavy website...more

Brussels Regulatory Brief: December

by K&L Gates LLP on

On 10 November 2017, the European Union (“EU”) General Court (“GC”) rendered a judgment partially annulling the European Commission’s (“Commission”) decision fining a broker for its involvement in the Libor Yen interest rate...more

FCA Publishes Policy Statement Setting Out Changes to the Listing Rules, European Capital Markets Update

by Jones Day on

The United Kingdom's Financial Conduct Authority ("FCA") published a policy statement on 26 October 2017 setting out certain amendments to the Listing Rules ("LRs") and related technical notes ("Policy Statement"). The FCA...more

Expect A Busy 2018 On The M&A Front

by Murtha Cullina on

After a somewhat choppy 2017, many experts are calling for a busy 2018 in the M&A space. The Intralinks Deal Flow Predictor Report suggests that the pace of M&A activity will increase in 2018, based in large part on “a...more

CVS Health to Acquire Aetna

On December 3, 2017, CVS Health, a giant in the retail pharmacy industry, announced plans to acquire Aetna. Aetna is one of the largest medical insurers in the nation, servicing approximately 46.7 million people. Under the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Senate Banking Committee has voted out of committee a bipartisan effort to ease Dodd-Frank regulations. The bill in question could “drastically cut” the number of banks subject to heightened Fed oversight and “would ease...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Breakingviews on Broadcom’s threat to Qualcomm’s board in the form of a slate of 11 director nominees for the company it has, so far, unsuccessfully attempted to purchase....more

Italy Enacts New Anti-Raider Rules to Protect Strategic Assets

by Jones Day on

The Situation: Recent foreign investments in Italian blue chips led the Italian government to intervene to protect strategic assets. The Result: Decree 148/2017 introduced new disclosure requirements regarding...more

Critical Audit Matters (CAMs) and M&A

The SEC has approved the PCAOB’s standard regarding the communication of critical audit matters for public companies, referred to as CAMs, which will provide information in the audit report about matters arising from the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Here’s the inside scoop on “Sheltered Harbor,” a “doomsday project” from US banks that they hope will “prevent a run on the financial system should one of them suffer a debilitating cyberattack.” The gargantuan voluntary...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Blue Apron co-founder Matt Salzberg is following the Steve Ells path of stepping aside as CEO after recent struggles. In Blue Apron’s case, the company’s never really recovered from the rough patch that started not long after...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Bitcoin surged to over $11,000 yesterday before falling 20% later in the day, prompting this look from the Journal at the widespread lure of Bitcoin mania....more

Inside the Courts – An Update From Skadden Securities Litigators - November 2017/ Volume 9 / Issue 4

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August 2017 and October 2017....more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Wells Fargo is again in federal regulators’ crosshairs. The OCC has dubbed the bank a repeat offender and is weighing a “formal enforcement action” over “improprieties in its auto-insurance and mortgage operations”....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

More trouble for Wells Fargo, this time involving its Forex operation, which an internal investigation revealed was plagued by routine overcharging of customers and other questionable practices by bankers engaged in a battle...more

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