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Mergers Third-Party

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

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Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Mayer Brown

Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

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Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the...more

Fox Rothschild LLP

Key Takeaways From the FTC's CafePress Settlement

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The Federal Trade Commission has reached a settlement in the matter of CafePress. Here are some things you should know: Data minimization: •Storing information indefinitely on your network without a business need creates...more

Nelson Mullins Riley & Scarborough LLP

Eleventh Circuit Announces Differing Standards for Approval of Third Party Releases

The Eleventh Circuit Court of Appeals recently issued an opinion in In re Centro Group, LLC, No. 21-11364, 2021 WL 5158001 (11th Cir. Nov. 5, 2021), in which it clarified the two separate and distinct standards for approving...more

White & Case LLP

Escrow arrangements in high yield bond transactions – a deep dive into the mechanics, benefits and key considerations

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European Leveraged Finance Client Alert Series: September 2021 - White & Case explores the use of escrows in the leveraged finance market, offering issuers and investors practical guidance on the mechanics, protections and...more

Allen Matkins

When One Party's Professional Decides The Sufficiency Of That Party's Performance

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Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing.  In California, it has long been held that the...more

Williams Mullen

Data Due Diligence In M&A Transactions: Ownership Rights in Data

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As data are quickly becoming a significant corporate asset, lawyers in corporate transactions need to consider the legal risks associated with data. Failure to understand and address these risks can result in significant...more

Skadden, Arps, Slate, Meagher & Flom LLP

From the Get-Go: Interpreting MFW’s Ab Initio Requirement

The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more

Pillsbury Winthrop Shaw Pittman LLP

Government Contractor M&A Deals Beware

Recent Government Accountability Office (GAO) protest decision on standing holds key implications for government contract asset deals. GAO held that contractor who had sold relevant contract assets to another company...more

Jones Day

DOJ Announces Merger Process Reforms: Déjà Vu All Over Again?

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The Situation: Between 2013 and 2017, the average length of a U.S. Department of Justice ("DOJ") Antitrust Division merger review increased 65 percent to 10.8 months. The Response: DOJ announced reforms to improve...more

Wilson Sonsini Goodrich & Rosati

Tips for Negotiating a Third-Party Subpoena in a Merger Investigation

Humana recently lost its effort to limit third-party discovery requests served by the Federal Trade Commission (FTC) in its ongoing Walgreens/Rite Aid investigation. Typically, negotiations over the scope of third-party...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – March 2017

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US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more

King & Spalding

DOJ Issues New Corporate Compliance Guidelines; Document Outlines Criteria for the Criminal Division’s Evaluation of Corporate...

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Recently, and without the fanfare that often accompanies new policy guidance regarding corporate fraud, the Fraud Section of the Department of Justice posted a document on its website entitled “Evaluation of Corporate...more

Hinshaw & Culbertson LLP

New York and North Carolina Take a Narrow Approach to Common Interest Doctrine

Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more

Morrison & Foerster LLP

New York Court of Appeals Rejects More General Application of Common-Interest Privilege in M&A Settings

New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more

PilieroMazza PLLC

Creativity and Controlled Risk: A Recipe for a Successful M&A Transaction

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One prevailing theme in merger and/or acquisition (M&A) transactions is risk allocation. How much risk is either the buyer or seller willing to assume? And, separately, what level of risk must either party assume in order to...more

Bracewell LLP

New York Court Expands Application Of Common Interest Privilege In Case Involving M&A Transaction

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Expanding the law in New York governing the attorney client privilege, New York’s intermediate appellate court held last week that anticipated or pending litigation is not a necessary prerequisite to invoking the common...more

Orrick, Herrington & Sutcliffe LLP

New York Extends Common Interest Privilege Protection to Non-Litigation Communications

Ordinarily, when a communication between an attorney and her client is disclosed to a third party, that communication loses its privileged status. The common interest privilege operates as an exception to that rule that...more

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