Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
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
Nonprofits periodically ask how they can change their legal domicile or state of incorporation from one state to another. For some, an evolution in the location of physical or virtual headquarters, the type and nature of...more
The Federal Trade Commission (FTC), with the concurrence of the Department of Justice, has unanimously adopted sweeping changes to the Hart-Scott-Rodino Act (HSR) rules. ...more
On August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more
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
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
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
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
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
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
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
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
Section 189 of the California General Corporation Law defines "subsidiary" as follows...more
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
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
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
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
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
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
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
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