News & Analysis as of

Fiduciary Duty Due Diligence

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

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This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more

Troutman Pepper

5 Issues to Consider When Liquidating Through an ABC

Troutman Pepper on

Assignments for the benefit of creditors, or ABCs, continue to grow in popularity as a tool for the orderly wind-down of companies. Originally published in Law360 - March 21, 2024....more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

The Wagner Law Group

Merger and Acquisition Considerations for Employee Benefit Plans

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In the context of mergers and acquisitions, an acquisition target’s qualified retirement plans, health plans, executive compensation arrangements, and benefit programs (referred to collectively as “benefit programs”) can all...more

Health Care Compliance Association (HCCA)

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

Butler Snow LLP

Why Exercise is Important to a Healthy Legal Diet: Texas’s Discovery Rule will not save a party owed a fiduciary duty if it does...

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In Texas, the Discovery Rule defers accrual of a cause of action, and thus delays the running of the statute of limitations, until a party knows or, if exercising reasonable diligence, should have known about the facts that...more

Dechert LLP

Securities and Derivative Litigation: Quarter 3 2022 Update

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In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insights: Perspectives from the Boardroom and C-Suite

Kandace Watson, Corporate M&A Partner, Sheppard Mullin, and Michael-Bryant Hicks, a seasoned EVP, General Counsel & Corporate Secretary recently discussed mergers and acquisitions perspectives from the Boardroom and C-Suite....more

K2 Integrity

ESG Certification: Assisting in Mitigating Greenwashing for Investors, Managers, Funds and Regulators

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There have been numerous positive developments in the evolution of ESG investing. Still, the research needed to assess which investments are truly ESG-compliant and which are tantamount to greenwashing is burdensome...more

ArentFox Schiff

Does the SEC "Best Interest" Regulation Go Far Enough?

ArentFox Schiff on

The US Securities and Exchange Commission (SEC) has adopted a new standard called Regulation Best Interest (Reg BI) that shifts the focus on protecting customers first and foremost. Although the regulation possibly puts...more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - March 28th, Phoenix, AZ

Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

Morrison & Foerster LLP

SEC Identifies Additional Risk Areas from Examinations of Private Fund Advisers

On January 27, 2022, the SEC’s Division of Examinations (“EXAMS”) released a risk alert (the “Risk Alert”) outlining its observations regarding compliance issues uncovered by its staff in examinations of registered investment...more

Foley & Lardner LLP

Observations from Examinations of Private Fund Advisers

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On June 23, 2020, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS) issued a risk alert based on 5 years of examinations of registered investment advisers that manage private equity funds or...more

Mintz - Securities Litigation Viewpoints

Court Issues Highly-Anticipated Decision Regarding the Treatment of SPAC Sponsors and Directors

In a long-anticipated decision, the Delaware Court of Chancery answered several pending questions regarding the treatment of special purpose acquisition company (“SPAC”) sponsors and directors under Delaware corporate law. In...more

Perkins Coie

PIPE Transactions: Key Considerations for Issuers and Investors

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During uncertain times, public companies may find themselves in need of additional capital, but a traditional follow-on underwritten public offering may be out of reach or considered too risky. Alternative ways to access the...more

Morrison & Foerster LLP

Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more

Winstead PC

[Webinar] Administering A Trust In a Recession: Issues Surrounding Trust Loans To Beneficiaries - April 21st, 10:00 am - 10:45 am...

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This presentation will address beneficiaries requesting loans from trustees. There are multiple issues that arise regarding the trustee’s authority to do so under the trust’s language and statutory and common law, and the...more

Vedder Price

OCIE Announces 2020 Examination Priorities

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On January 7, 2020, the SEC’s Office of Compliance Inspections and Examinations (OCIE) announced its 2020 examination priorities for regulated entities, including investment advisers and registered funds. The examination...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

White & Case LLP

Directors put on notice over climate change related disclosures

White & Case LLP on

The Australian Securities and Investments Commission ("ASIC") has recently released updates to its existing regulatory guidance on effective disclosure, to clarify its position on the disclosure of climate change-related...more

Cooley LLP

Blog: SEC adopts guidance for investment advisers and proxy advisory firms—will it make a difference?

Cooley LLP on

At an open meeting on August 21, 2019, the SEC voted (three to two) to publish guidance aimed at addressing some of the long-simmering controversy surrounding the reliance by investment advisers on proxy advisory firms. Do...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

A plan sponsor shouldn’t pay more than they need to

When I was 13 and I had my Bar Mitzvah, I plunked down about $2,000 in 1985 money for a state of the art Apple IIe with a monochrome monitor. One of the first pieces of software I bought was that top desktop publishing...more

Patton Sullivan Brodehl LLP

Seven Critical Mistakes LLCs Make, and LLC Manager Power Issues

The “Seven Critical Mistakes LLCs Make” Series - This series of posts covers some of the most serious mistakes that LLCs regularly make. Here are...short summaries of each: Choosing the Wrong Business Partners —...more

Dechert LLP

SEC Proposes Best Interest Standard for Broker-Dealers, Related Investment Adviser Guidance and New Customer Relationship Summary...

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The U.S. Securities and Exchange Commission on April 18, 2018 published a package of proposed rules and interpretations intended to improve the retail investor experience and to provide greater clarity regarding customers’...more

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