The 2013 Amendments to the Delaware General Corporation Law
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
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
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
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
This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...more
On April 15, 2019, the Supreme Court heard argument in a closely-watched case asking whether mere negligence is sufficient to plead and prove a claim under Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange...more
On March 19, 2019 a law initiative of Senator Ricardo Monreal Ávila was published in the Parliamentary Gazette of the Senate with a decree project, by means of which certain provisions of the Federal Civil Proceedings Code...more
The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more
The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law. Below is a chart that summarizes...more
Recent posts have been discussing California's regulation of "share exchange tender offers". Corporations Code Section 183.5 defines a "share exchange tender offer" as...more
Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law. Briefly, both involve the...more
Since the introduction by the Capital Market Authority (the “CMA”) of the Kingdom of Saudi Arabia (the “Kingdom”) of the Merger and Acquisition Regulations approved by the Board of the CMA pursuant to its Resolution No....more
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
Notwithstanding reports earlier this year of transactions that either failed to close (GO Scale / Lumileds; Tsinghua Unisplendour / Western Digital), lost out to competing U.S. bids (China Resources / Fairchild) or were...more
In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more
The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more
Warsaw, Indiana-based Zimmer Biomet Holdings Inc. recently announced it will purchase LDR Holding Corp. for approximately $1.0 billion. PR Newswire notes that Zimmer Biomet will commence a tender offer to acquire all...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more