News & Analysis as of

Mergers Subsidiaries

International Lawyers Network

Establishing a Business Entity in the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

Goodwin

Phantom Equity to the Rescue

Goodwin on

A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of...more

Braumiller Law Group, PLLC

Hot Topics in International Trade - June 2023 - Driving You MAD - Customs Issues in Mergers Acquisitions & Divestitures

Let’s say you work in Customs Compliance at Shark Company. You learn that your company is purchasing Shrimp Company. Do you have any concerns? Will there be work to do? Yes, and yes! Buying Another Company- When one...more

International Lawyers Network

Establishing A Business Entity In the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

International Lawyers Network

Establishing A Business Entity In the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

Tucker Arensberg, P.C.

Retired Bankruptcy Judge Judith K. Fitzgerald Testifies Before the Senate Judiciary Subcommittee Meeting on Possible Solutions to...

Tucker Arensberg, P.C. on

A subcommittee of the Senate Judiciary Committee heard from bankruptcy experts and those affected directly by mass tort Chapter 11 cases about their concerns over the corporate machinations that allow some large corporations...more

K&L Gates LLP

Brussels Regulatory Brief: October - November 2021

K&L Gates LLP on

ANTITRUST AND COMPETITION - The EU General Court Upheld the Commission’s Fines for Gun Jumping - On 25 February 2015, a French telecom company notified to the Commission (its proposed acquisition of a Portuguese multimedia...more

Williams Mullen

Delaware Joins Virginia in Allowing Reverse Veil-Piercing Under Certain Circumstances

Williams Mullen on

Recently, the Delaware Court of Chancery (the “Court”), expanded the potential liability of a parent company’s subsidiaries by allowing reverse veil-piercing in Manichaean Cap., LLC. v. Exela Techs., Inc., C.A. No....more

Morris James LLP

Chancery Finds That the Standard of Review for the Conduct of a Shareholders’ Representative Turns Upon the Merger Agreement’s...

Morris James LLP on

Houseman v. Sagerman, C.A. No. 8897-VCG (Del. Ch. July 20, 2021) - A merger agreement between a subsidiary of Healthport Technologies, LLC and Universata, Inc., gave the owners of 72 percent of Universata’s stock (the...more

Hogan Lovells

Manichaean Capital v. Exela Tech: DE courts rule on “reverse veil piercing” claims - Q2 2021 Quarterly Corporate / M&A Decisions...

Hogan Lovells on

In Manichaean Capital, LLC v. Exela Tech., Inc. (C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021)), the Court of Chancery ruled as a matter of first impression in Delaware that plaintiffs could pursue “reverse veil piercing”...more

Snell & Wilmer

Delaware Court of Chancery Adopts Reverse Veil-Piercing

Snell & Wilmer on

In a case of first impression in Delaware, the Court of Chancery adopted the equitable doctrine of reverse veil-piercing1 in Manichaean Capital LLC v Exela Technologies Inc., a post-merger action to enforce an appraisal...more

Allen Matkins

California's Myopic Definition Of "Subsidiary"

Allen Matkins on

Section 189 of the California General Corporation Law defines "subsidiary" as follows...more

International Lawyers Network

Establishing A Business Entity In the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

Roetzel & Andress

Recent HHS Provider Relief Payment Updates

Roetzel & Andress on

Since our May 11, 2020 Alert “HHS Provider Payment Updates,” the Department of Health and Human Services (HHS) has issued additional guidance through updated FAQs for payments health care providers received pursuant to phases...more

Downs Rachlin Martin PLLC

Captive Insurance Update - Spring Edition 2020

Though Vermont’s rural character has somewhat lessened the direct effects of the COVID-19 pandemic, at least compared with some of its neighbors, there can be no doubt that the virus’ impact on the state will be devastating...more

Dorsey & Whitney LLP

The “Long Goodbye” to Duty of Care as a Real Basis for Director Liability in M&A: The Legacy of Chancellor Allen

Dorsey & Whitney LLP on

The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more

Patterson Belknap Webb & Tyler LLP

Third Circuit Addresses the Due Process Rights of Asbestos Claimants

When there are large numbers of substantial individual tort claims against a debtor, potentially involving claimants unknowable to the debtor who themselves may not know they have a claim, the bankruptcy process faces special...more

Morgan Lewis

Morgan Lewis Automotive & Mobility - Q4 (2019)

Morgan Lewis on

Welcome to the 22nd edition of our newsletter on developments in the automotive industry published by Morgan Lewis’s automotive & mobility team with contributions from lawyers in our offices around the globe. We counsel our...more

Thomas Fox - Compliance Evangelist

Top SEC Enforcement Actions from 2019

Yesterday, I considered five Department of Justice (DOJ) Foreign Corrupt Practices Act (FCPA) enforcement actions. Today, I want to look at key FCPA enforcement actions by the Securities and Exchange Commission (SEC)....more

White & Case LLP

2019 Summer review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the first half of 2019 and their impact on M&A transactions. This review looks at these...more

Allen Matkins

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

Allen Matkins on

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more

International Lawyers Network

Establishing A Business Entity In the Philippines

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

Dechert LLP

Global Private Equity Newsletter - Winter 2019 Edition: U.S. Carve-Out Transactions: A Fertile Ground for Private Equity Firms

Dechert LLP on

Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Akin Gump Strauss Hauer & Feld LLP

FERC Enforcement Settlement Highlights M&A Compliance Risks; May Suggest Enforcement Policy Changes

On June 8, 2018, the Federal Energy Regulatory Commission (FERC or the “Commission”) approved a settlement between its Office of Enforcement and Duke Energy Corporation resolving allegations that Duke and certain of its...more

43 Results
 / 
View per page
Page: of 2

"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:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide