News & Analysis as of

Corporate Sales Transactions

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...more

What can we expect now from the BEE Commissioner?

by Hogan Lovells on

Following the publication by the Department of Trade and Industry of the threshold for the registration of "Major B-BBEE transactions", which required that transactions resulting in ownership recognition with a value equal to...more

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

Major BEE ownership transactions must be registered by 8 August 2017

by Hogan Lovells on

The threshold for the registration of "Major B-BBEE transactions" was published by the Department of Trade and Industry on 9 June 2017. Accordingly, parties who enter into or have since 24 October 2014 entered into...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Delaware's New Focus on Deal Process and Disclosure: Part I

by Pepper Hamilton LLP on

Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more

Maximizing the Value of Your R&W Insurance Policy

by McGuireWoods LLP on

The global M&A boom has spurred an increase in the use of representation and warranty insurance (“RWI”), which is designed to protect the insured party against breaches of a sellers’ representations and warranties in a...more

Deductibility of Transaction Costs for a Target Company: No Safe Harbor in Deemed Asset Deals

by Pepper Hamilton LLP on

On June 10, 2016, the Internal Revenue Service released a Chief Counsel Memorandum dated July 8, 2015, addressing the issue of whether a target S-corporation, which participated in a transaction in which the parties made a...more

Blockchain Basics: A Primer - Blockchain, the technology underlying the cryptocurrency Bitcoin, is poised to revolutionize how all...

You have probably heard of Bitcoin, a peer-to-peer, non-governmental currency. Bitcoin is the first money that is its own payment system. That is, no bank, money transmitter or intermediary of any kind is required to clear...more

Mid-Market M&A: The Valuation Gap - March 2016

by Pepper Hamilton LLP on

How big a part has a valuation gap played in stalling North American mid-market M&A? Pepper Hamilton partner Andrew Hulsh joined five leading professionals for their take in a report by Mergermarket. Over the last year,...more

The Strategic Value of Transaction Insurance

by Bennett Jones LLP on

When we provided our thoughts on representation and warranty insurance (RWI) this time last year (Getting a Deal to Closing with Transaction Insurance), we anticipated that RWI would continue to grow in prevalence in the...more

Flawed Auctions and Buy-Side Conflicts: Financial Advisor Liability for Aiding and Abetting Breach of the Duty of Care in RBC...

by Carlton Fields on

On November 30, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision holding a financial advisor liable for almost $76 million in damages for aiding and abetting corporate directors in breaches of fiduciary...more

M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief

In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected...more

Gatekeepers No More: Delaware Supreme Court Clarifies Scope of Potential Financial Advisor Liability In M&A Sales Transactions

On November 30, 2015, the Delaware Supreme Court issued a 107-page opinion affirming the Court of Chancery's post-trial decisions in In re Rural/Metro Corp. Stockholders Litigation. In the lower court, Vice Chancellor Laster...more

The Delaware Supreme Court Upholds $76 Million Judgment Against RBC for Rural/Metro Sale

by Morris James LLP on

Investment bankers seeking to profit as both adviser to the seller and financier to the buyer in corporate sales processes have faced increased scrutiny by Delaware courts over the last few years. In a highly-publicized 2011...more

Five Things That Shouldn’t Keep You From Buying or Selling a Company

by PilieroMazza PLLC on

There may be several reasons holding you back from buying another company or from selling your own business. However, there’s a new normal in the government contracting space. With increased competition for work, a tight...more

Another Court Deals with Privileged Communications' Ownership after a Corporate Transaction

by McGuireWoods LLP on

Most if not all courts recognize that selling a corporation's stock transfers ownership of the corporation's privileged communications. These can include even communications about the sale transaction. Great Hill Equity...more

Taxing the Earnout

by Smith Anderson on

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

The Hidden Assassin: How This Contractual Provision Can Derail A Manufacturer’s Acquisition Plans

An”anti-assignment” clause can be the death knell of any deal involving the sale or purchase of a manufacturing company. You might ask: what is an anti-assignment clause?...more

La Loi Macron est entrée en vigueur: beaucoup de bruit pour pas grand-chose?

by Morgan Lewis on

Cette loi apporte des ajustements mais pas de bouleversements dans plusieurs pans du droit social français. Après des mois de discussions ardues, la Loi pour la croissance, l'activité et l'égalité des chances économiques...more

California Statute Trumps Anti-Assignment Clauses in Liability Insurance Policies

by Cozen O'Connor on

In a unanimous decision that will have a serious impact on long-tail exposures, the California Supreme Court in Fluor Corp. v. Superior Court (Hartford Acc. & Indem.) has determined that policyholders may transfer liability...more

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

The Role of Compensation Systems in Promoting Antibribery (Non) Compliance.

GAB is pleased to welcome back anti-bribery consultant Richard Bistrong, who contributes the following guest post: These days, most sophisticated multinational firms, at least those that might be subject to liability...more

New York’s Highest Court Considers Constitutionality of Retroactive Taxing Statute

by Hodgson Russ LLP on

Questioning the constitutionality of state personal income tax provisions seems to be all the rage these days. On the heels of the Supreme Court’s decision in Comptroller v. Wynne discussed in our recent blog post, New York’s...more

Big Deal Monday

In a transaction our firm was pleased to represent the seller in, CNL Lifestyle Properties, Inc. sold 37 of its senior living communities to Senior Housing Properties Trust. The portfolio consisted of approximately 3,500...more

60 Results
|
View per page
Page: of 3
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.