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Securities Mergers & Acquisitions

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

New California Employment Law May Impact Acquired Employees' Compensation In The M&A Context

Effective January 1, 2018, California Labor Code Section 432.3 was amended to, among other things, prohibit any employer – public or private – from "seek[ing]" salary and compensation history from applicants for employment....more

Caveat Emptor: Are Lengthier EC Merger Reviews the New Norm?

As merger reviews become more thorough and document-intensive, companies planning to engage in global M&A deals in 2018 should factor potentially lengthier merger reviews by the European Commission (EC) into their deal...more

Changes to the UK Takeover Code—Asset Sales and Other Matters

by Shearman & Sterling LLP on

On 8 January 2018, changes were made to the U.K. Takeover Code (the “Code”) which: (i) for the first time, expand the application of the Code to certain “asset” transactions taking place in “offer situations”, (ii) require...more

Day 18 of 31 Days to a More Effective Compliance Program- Internal Reporting and Triaging Claims

by Thomas Fox on

The call, email or tip comes into your office; an employee reports suspicious activity somewhere across the globe. That activity might well turn into a FCPA issue for your company. As the CCO, it will be up to you to begin...more

Everything Compliance-Episode 24, the Looking Back to Look Forward Edition

by Thomas Fox on

In this episode, the top compliance roundtable podcast is back with a look at some of the top FCPA, compliance and data privacy/data security issues from 2017 and how they inform what will be the top such issues in 2018....more

With the Draft of the Italian Budget Law 2018, more certainties on indirect taxation of share deals (Italian)

by Dentons on

Article 13 of the Draft Law on Budget 2018 provides for a provision amending the current Article 20 of the D.P.R. of 26 April 1986, no. 131 concerning the application of the registration tax (applicable also to other taxes of...more

Key terms in UK and US M&A deals

by DLA Piper on

Over the past ten years, it’s not been uncommon for the UK to report a trade surplus with the US, and simultaneously, the US to report a trade surplus with the UK....more

Delaware Court of Chancery Extends Business Judgment Deference to Controller-Driven Stock Reclassification Transaction

by Polsinelli on

Recent Delaware court decisions have underscored the value of procedural safeguards in controlling stockholder transactions—which, at least when involving minority freeze-outs, historically were subject to entire fairness...more

Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

by Shearman & Sterling LLP on

On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

2017 Antitrust Year in Review

Wilson Sonsini Goodrich & Rosati (WSGR) is pleased to present its 2017 Antitrust Year in Review.In this report, we summarize the most significant antitrust matters and developments of the past year. We begin with a look at...more

CFIUS in 2017: A Momentous Year

It has been at least a decade since the Committee on Foreign Investment in the United States (CFIUS) was the subject of as much focus, change, and consequence as it was in 2017. Please see full Newsletter below for more...more

Guide to Financial Statement Requirements in US Securities Offerings by US Issuers 2018

by Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

M&A Watch: Ant Financial and MoneyGram Terminate Merger Agreement Due to CFIUS Concerns

by Shearman & Sterling LLP on

MoneyGram International Inc. and Ant Financial Services Group recently announced the termination of their agreement providing for the acquisition of Texas-based money transfer company MoneyGram by China-based Ant Financial...more

The Impact of Tax Reform on Private Equity and M&A Transactions

by McDermott Will & Emery on

Now that the 2017 tax reform act is law, private equity and M&A professionals must grapple with its sweeping changes and reconcile the new provisions with how they do business. This On the Subject summarizes important...more

2017 FCPA Year in Review

by Michael Volkov on

FCPA enforcement continued in 2017 with an increased emphasis on individual enforcement. Despite early questions as to the new administration's commitment to FCPA enforcement, the Justice Department and the SEC continued to...more

Delaware Supreme Court Reaffirms Importance of Deal Price in Dell Appraisal Reversal

by White & Case LLP on

Reaffirming the importance of deal price in appraisal proceedings involving wellshopped transactions, the Delaware Supreme Court reversed the 2016 Chancery Court decision which held that Michael Dell and Silver Lake Partners...more

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more

“Gun-jumping” – antitrust pre-closing risks and how to avoid them

by Dentons on

Competition authorities around the world – and in particular in Europe – have re-focused their attention on pre-closing behavior and transaction structures. These may conflict with antitrust rules in two ways: First,...more

Does Choice Of Law Include The Parol Evidence Rule?

by Allen Matkins on

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements. Kanno v. Marwit Capital, No....more

US Tax Reform Will Have a Significant Impact on M&A and Financing Transactions

by White & Case LLP on

On December 22, 2017, President Trump signed into law H.R. 1 (introduced as the Tax Cuts and Jobs Act) (the "New Tax Law"). The New Tax Law dramatically alters the US tax landscape and will have a significant impact on...more

Delaware Supreme Court Reverses Dell Appraisal Award - Emphasizes, But Does Not Require, Deference to Deal Price in Appropriate...

by Morrison & Foerster LLP on

On December 14, the Delaware Supreme Court reversed a Chancery Court decision that had found the “fair value” of Dell shares in the 2013 MBO by Michael Dell and Silver Lake to be about 28% more than the final negotiated deal...more

CFIUS Reconstructed: The Foreign Investment Risk Review Modernization Act of 2017

by Latham & Watkins LLP on

The proposed Foreign Investment Risk Review Modernization Act would bring substantial changes to CFIUS review. Key Points: ..FIRRMA could speed review of certain transactions. ..It would provide for increased...more

Delaware Supreme Court Clarifies Significance of Deal Price in Appraisal Cases

• For the second time in 2017, the Delaware Supreme Court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases • In both cases, the court remained firm in its decision not to...more

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