The 2013 Amendments to the Delaware General Corporation Law
Can we keep our heads (and options) above water? As we enter the middle of the first quarter of 2024, many management teams and boards are still asking themselves this question. Volatility in equity markets has, for many...more
Though more commonly associated with publicly listed companies, tender offer rules and regulations apply to private company transactions as well. Tender offers provide a mechanism for a prospective investor, or the company...more
Recently, the Securities and Exchange Commission brought fraud charges against Jonathan Larmore for allegedly looting $35 million from real estate funds he advised. Larmore is a real estate investor, an investment adviser,...more
The Act demonstrates the UK’s renewed commitment to reaching net zero and paves the way for players in key industries to achieve their targets. On 26 October 2023, the UK Energy Act 2023 (the Act) received Royal Assent....more
As discussed in this Cooley Go article on secondary sale transactions of private company stock, a tender offer is one of the ways in which companies can provide liquidity to their stockholders. This article will dive a bit...more
The Morgan Lewis Takeover Monitor documents public tender ofers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current ofers as of July 12, 2023. In addition, it...more
The EU’s new regime for tackling foreign subsidies will kick in on 12 July 2023. On 10 July 2023, the European Commission (Commission) published the final text of the Implementing Regulation (Final IR) on proceedings...more
“Welcome to Morgan Lewis’s Takeover Monitor Germany. This publication aims to provide funds, public and private companies, and other entities involved in capital markets transactions with a regular documentation of current...more
On March 17, 2023, the Staff of the Securities and Exchange Commission provided updated compliance and disclosure interpretations relating to tender offers and exchange offers. The new guidance is reprinted here for ease of...more
Bond issuers may wish to pursue an unmodified reverse Dutch auction for debt repurchases, an effective but underutilised transaction template that is gaining popularity. During the second half of 2022, amid ongoing...more
The Morgan Lewis Takeover Monitor documents public tender ofers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of November 23, 2022. PUBLIC TENDER...more
On November 8, 2022, the draft of the “guidelines for public tender of exclusive occupancy and use” (the “Public Tender Guidelines” and the draft of the Public Tender Guidelines for Round 2, the “Draft Guidelines”) for “Round...more
This Client Alert examines the key issues that typically arise in connection with debt repurchase programs. It also looks at issues applicable to both bond and loan repurchases, as well as jurisdictional issues raised by the...more
This Client Alert examines the key issues that typically arise in non-convertible bond repurchase programs, before turning to the issues unique to repurchases of syndicated bank debt. It also looks at issues applicable to...more
Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more
Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more
Given recent market trends, many private companies have seen valuations decline significantly, resulting in an increasing number of service providers holding “underwater” or “out of the money” stock options. As a...more
The Morgan Lewis takeover monitor documents public tender offers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of August 18, 2022. PUBLIC TENDER...more
The U.S. Securities and Exchange Commission (SEC) charged nine individuals with insider trading in three separate actions on July 25, 2022, alleging the misconduct resulted in ill-gotten gains totaling more than $6.8 million....more
In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more
The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability...more
Commission Approves €900 Million German Scheme to Support Investments in Production of Green Hydrogen - The purpose of the scheme entitled “H2Global” is to advance the international market expansion of renewable hydrogen,...more
On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more
With this issue we supplement the documentation of public tender offers in Germany by our Morgan Lewis takeover monitor for Morgan Lewis clients and interested persons with respect to recent judgments of the German Federal...more
Got a great opportunity but need more funding? Want to raise money for your new startup in a compliant way? Compliance with federal and state laws are a crucial part of business transactions, including mergers and...more