News & Analysis as of

Change of Control

Tax Receivable Agreements and Tax Reform Proposals

by Ropes & Gray LLP on

Last week the House Republicans introduced the Tax Cuts and Jobs Act, their long-awaited first draft of tax reform legislation, bringing Congress one step closer to achieving tax reform. Earlier this year, the House of...more

Ten things to consider when you do a leveraged finance deal in Belgium

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 7 - With the leveraged finance market staying hot, an increasing number of international sponsors are making acquisitions in Belgium, and upcoming changes in the law will make...more

Mortgage Banking Update: Did You Know?

by Ballard Spahr LLP on

Arizona Adds Consumer Finance and Debt-Related Licenses to NMLS - On July 1, the Arizona Department of Financial Institutions will start receiving new applications for the following licenses on NMLS...more

German Federal Constitutional Court changes rules on interest and loss carry forwards: key takeaways

by DLA Piper on

The German Federal Constitutional Court has decided that part of the German change of control rules (GCCRs) are not consistent with the egalitarian principle and therefore are unconstitutional (BVerfG, decision dated March...more

Top 10 Issues for Employers, Issue #8: Employment Considerations in Business Transactions

This is the eighth instalment in our Top 10 Issues for Employers series, focusing on employment considerations in business transactions. Specifically, this instalment discusses key employment and labour issues that a...more

For closely held companies: Is there, or will there soon be, a significant lender in your life?

by Mintz Levin on

Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation

by Shearman & Sterling LLP on

As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more

Delaware Courts Expand Corwin Line of Cases

by Dorsey & Whitney LLP on

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s...more

Commercial Division Enforces Strict Compliance With Change-of-Control Notice Requirement

In GSMC II 2006-GC6 Bridgewater Hills Corporate Center, LLC v. Lexington Realty Trust, Case No. 653117/2015, 2016 BL 378261 (N.Y. Sup. Ct. Nov. 2, 2016), Justice Jeffrey K. Oing of the Commercial Division denied a motion to...more

“Change of Control” Case Isn’t Governed By ERISA, Court Rules

by Zuckerman Spaeder LLP on

When an employee brings a lawsuit involving a plan adopted by their employer, one question is whether ERISA—the Employee Retirement Income Security Act of 1974—applies....more

Argentina Relaxes Restrictions on Ownership of Rural Properties by Foreigners

On June 29, 2016, the Argentine executive branch enacted decree 820/2016 (the New Decree), easing certain restrictions imposed under existing law on the acquisition and leasing of rural lands by foreign individuals and legal...more

FCC Proposes Rules to Expedite Initial Stages of the Team Telecom Application Review Process

by Kelley Drye & Warren LLP on

The Federal Communications Commission (“Commission” or “FCC”) is looking to jump start the initial steps of the Executive Branch process of reviewing certain applications, including Section 214 and submarine cable-related...more

Opinion White Paper: Relating to Section 316(b) of the Trust Indenture Act

by Latham & Watkins LLP on

The purpose of this White Paper is to provide guidance to practitioners in their consideration of the application of recent judicial opinions relating to Section 316(b) of the Trust Indenture Act of 1939, as amended (the...more

Financial Advisor Conflicts of Interests: Rural/Metro and Other Recent Cases

by Reed Smith on

In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board’s financial advisor has a conflict of interests. The board of an acquired entity generally will enjoy the...more

Court Of Chancery Explains Change Of Control Clause

by Morris James LLP on

This is a potentially significant decision because it interprets a change in control clause to include a change in beneficial ownership of an entity's securities. Hence, not only actual changes in ownership may trigger such...more

Nasdaq Proposed Shareholder Approval Rules Update

by Dechert LLP on

Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the...more

The “20% Rule”

Over the years we have written a fair bit about Nasdaq’s (and other securities exchanges’) rules requiring shareholder approval in connection with certain private placements, change of control transactions, and financings in...more

Preparing for the Unsolicited Bid

by Bennett Jones LLP on

Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...more

Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights

by Dorsey & Whitney LLP on

Correction of Errors before Year End Could Avoid Costly 409A Penalties - Sometimes overlooked is the fact that many employment, severance and change-of-control agreements are subject to U.S. Internal Revenue Code...more

Considering Selling Your Company? Tip #2: Stage Your Company

by Foley & Lardner LLP on

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

Five Tips for a Successful Exit

by Foley & Lardner LLP on

Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more

New California Law Impacting Change in Control of Grocery Stores

by McGuireWoods LLP on

The new law, Assembly Bill 359, will require that, upon a “change in control” of a “grocery establishment,” the seller must prepare a list of “specified eligible grocery workers” for a successor grocery employer, which would...more

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