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| 1 | Acquisition Finance: Overview This Note provides an overview of financing an acquisition by debt using a loan from a bank or other financial institution and gives a description of the methods of acquiring a business. | Practice Note: Overview | Maintained |
| 2 | Due Diligence Toolkit Resources to assist counsel in conducting due diligence in securities offerings and mergers and acquisitions. | Practice Note: Overview | Maintained |
| 3 | Employee Benefits Law: Overview This Note provides an overview of the key issues and laws that apply to employee benefit plans, including the Internal Revenue Code (IRC) and the Employee Retirement Income Security Act of 1974 (ERISA). It explains the types of employee benefits that employers can provide, how and when the IRC and ERISA apply and addresses other federal laws that apply to employee benefits. | Practice Note: Overview | Maintained |
| 4 | Environmental Law: Overview An overview of the environmental regulatory framework and the major environmental statutes that impact businesses, as well as the types of liability imposed on violators of these laws and regulations. | Practice Note: Overview | Maintained |
| 5 | Going Private Transactions: Overview An overview of going private transactions, including the key strategic considerations, fiduciary duty issues, procedural safeguards and required disclosures. This Note focuses on Delaware law because the vast majority of public companies are incorporated in Delaware. However, the state laws governing going private transactions may vary if the target company is incorporated in a state other than Delaware, so the parties should review the laws of the relevant state. | Practice Note: Overview | Maintained |
| 6 | Hart-Scott-Rodino Act: Overview This Note provides an overview of the reporting requirements which apply to certain mergers and acquisitions under the Hart-Scott-Rodino (HSR) Act. It first considers the types of transactions that require notification and the thresholds that apply. It then summarizes the procedural processes connected with making a merger filing with the US federal antitrust agencies. | Practice Note: Overview | Maintained |
| 7 | Intellectual Property: Overview This Note provides an overview of the principal categories of intellectual property (IP) under US law and related practice considerations. It discusses copyright, patents, trade secrets, trademarks and mask works. For each of these categories of IP, the Note describes the legal authority governing protection, protected subject matter and the scope of protection, the acquisition and maintenance of rights and enforcement considerations. | Practice Note: Overview | Maintained |
| 8 | Mergers: Tax Overview An overview of the tax considerations involved in structuring a taxable merger. | Practice Note: Overview | Maintained |
| 9 | Public Mergers Disclosure: Overview This Note discusses various aspects of the disclosure of information in public mergers, including press releases, current reports on the SEC's Form 8-K, certain communications with stockholders, the proxy statement, the registration statement relating to securities issued in a merger and other potential disclosure scenarios. | Practice Note: Overview | Maintained |
| 10 | Public Mergers: Overview This Note discusses various aspects of US public company mergers, including securities laws applicable to public mergers, process and timing, the types of merger structures, tax treatment, preliminary documents, due diligence, consents and approvals, documentation, stockholders' meeting and general post-closing matters. | Practice Note: Overview | Maintained |
| 11 | Spin-offs: Overview An overview of a spin-off transaction, including the key steps involved in a spin-off and important strategic, structural and regulatory issues to consider. | Practice Note: Overview | Maintained |
| 12 | Tender Offers: Overview This Note provides an overview of tender offers as a method of aquiring a public company, including the types of tender offers, how a tender offer is initiated and the steps required to complete a tender offer. | Practice Note: Overview | Maintained |
| 13 | US Antitrust Laws: Overview This Practice Note provides an overview and introduction to the main statutory provisions in the US, the US antitrust regulatory structure, the role of private antitrust enforcement and certain key concepts relevant to the application of US antitrust law. Antitrust analysis is highly fact specific and, while providing a useful starting point, the principles outlined in this Note are necessarily general in nature and do not address any of the subject matters discussed in detail. | Practice Note: Overview | Maintained |
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| 1 | Accounting for Transaction Costs and Earn-outs in M&A This Note provides an overview of certain key financial accounting (book) and US federal income tax (tax) considerations when accounting for M&A transactions. | Practice Notes | Maintained |
| 2 | Acquiring Pharmaceutical or Medical Device Manufacturers This Note explores selected legal and compliance issues for acquirors to focus on when pursuing an M&A transaction involving a target that is a manufacturer of pharmaceuticals or medical devices. In particular, this Note reviews the preliminary goals of effective due diligence, provides guidance on key areas of the investigation and highlights some of the strategies acquirors can use to mitigate risk in these deals. | Practice Notes | Maintained |
| 3 | Appraisal Rights This Note discusses appraisal rights in public M&A transactions, focusing primarily on Delaware corporations. It includes a review of the advantages and disadvantages of appraisal rights, the various transaction structures triggering appraisal rights, the mechanics of perfecting appraisal rights and the process by which Delaware courts make their determination of the fair value of a company's stock. | Practice Notes | Maintained |
| 4 | Auctions: From the Bidder's Perspective This Note describes an auction from the bidder's perspective, including the challenges that an auction poses for the bidder, the strategies involved with preparing the bid package and an overview of the auction process. | Practice Notes | Maintained |
| 5 | Auctions: From the Seller's Perspective This note describes an auction from the seller's perspective including, the advantages and disadvantages of an auction to the seller, the differences between an auction and a single buyer transaction and an overview of the auction process. | Practice Notes | Maintained |
| 6 | Bank Mergers and Acquisitions This Note discusses the regulatory and antitrust aspects of mergers and acquisitions (M&A) in the banking industry. It analyzes the various statutes covering bank M&A transactions and the regulatory agencies responsible for approving them. It includes a full discussion of the factors taken into consideration (including anti-competitive and other banking-specific factors) when applying for approval of a bank M&A transaction. | Practice Notes | Maintained |
| 7 | Break-up or Termination Fees This Note discusses the purpose, advantages and structure of break-up fees in mergers and acquisitions and the legal constraints and challenges that buyers and target companies face in constructing a break-up or termination fee that will stand up to judicial scrutiny while achieving their commercial objectives. | Practice Notes | Maintained |
| 8 | Confidentiality Agreements: Mergers and Acquisitions A discussion on confidentiality agreements and their principal provisions. | Practice Notes | Maintained |
| 9 | Contingent Value Rights (CVRs) This Note explains contingent value rights (CVRs), including the most common structures, the key features of a CVR and the advantages and disadvantages of employing a CVR. This Note also identifies the principal securities, accounting and tax considerations associated with CVRs. | Practice Notes | Maintained |
| 10 | Cross-Border Tender Offers and Other Business ... A Practice Note describing the principal US federal securities laws and exemptions applicable to cross-border tender offers and other business combination transactions involving US security holders of non-US companies. This Note discusses, among other things, the Tier I and Tier II cross-border tender offer exemptions, the Rule 802 exemption under the Securities Act for exchange offers, vendor placements, the Section 3(a)(10) exemption under the Securities Act for schemes of arrangement, and the practice of excluding US holders. | Practice Notes | Maintained |
| 11 | Defending Against Hostile Takeovers This Note discusses the purpose and structure of various takeover defenses available to public target companies. It also describes the legal constraints and challenges that boards of directors face in adopting defensive measures that can stand up to judicial scrutiny while satisfying their fiduciary duties. | Practice Notes | Maintained |
| 12 | Disclosure Schedules: Mergers and Acquisitions An introduction to disclosure schedules, including a discussion of the key drafting and reviewing considerations. | Practice Notes | Maintained |
| 13 | Drafting Arbitration Agreements Calling for Arbitration in the ... This note identifies factors that parties should consider when drafting an arbitration agreement calling for arbitration in the US. | Practice Notes | Maintained |
| 14 | Drafting and Negotiating Reverse Break-up Fee and Specific ... This Note provides strategies and drafting suggestions for reverse break-up fee and specific-performance provisions. The drafting advice in this Note will help ensure that the desired remedy for the buyer's failure to close an acquisition is accurately reflected in the acquisition agreement. | Practice Notes | Maintained |
| 15 | Due Diligence for Public Mergers and Acquisitions An introduction to due diligence in public mergers and acquisitions. This Note covers what due diligence is, why due diligence is necessary, how to organize the process, what to look for and how your findings impact the transaction. | Practice Notes | Maintained |
| 16 | Exclusivity Agreements This Note explains exclusivity agreements in the context of an acquisition. It explains why exclusivity agreements are advantageous for a buyer, typical terms and conditions, common issues for the buyer and the seller, and certain fiduciary considerations. | Practice Notes | Maintained |
| 17 | Fairness Opinions This Note explains fairness opinions, including the reasons to obtain a fairness opinion, its main components, disclosure obligations and the key issues that counsel should consider when advising clients. | Practice Notes | Maintained |
| 18 | Fiduciary Duties of Directors of Financially Troubled ... This Note describes the fiduciary duties of the board of directors when a company becomes insolvent or is nearing insolvency and the measures that directors can take to limit their personal liability. | Practice Notes | Maintained |
| 19 | Fiduciary Duties of the Board of Directors This Note covers the fiduciary duties of the board of directors, including a discussion of the core duties of care and loyalty and certain circumstances when the board holds heightened duties. | Practice Notes | Maintained |
| 20 | How Antitrust Agencies Analyze M&A This Note provides an overview of how the US federal antitrust agencies analyze mergers, acquisitions and joint ventures. It principally considers the agencies' approach to analyzing transactions involving competitors, but it also looks briefly at particular considerations relating to other types of transactions. This Note reflects the release of the 2010 Horizontal Merger Guidelines. | Practice Notes | Maintained |
| 21 | In Dispute: Innkeepers This document discusses the dispute surrounding the failed acquisition of certain subsidiaries of Innkeepers USA Trust by Cerberus Series Four Holdings, LLC and Chatham Lodging Trust based on a material adverse effect clause and provides a summary of key litigated issues and practical implications indicated by the litigation. | Practice Notes | Maintained |
| 22 | In Dispute: Solutia This document discusses the dispute surrounding the Solutia Inc. bankruptcy exit financing provided by a syndicate of banks, including Citigroup Global Markets Inc., and provides a summary of key litigated issues and practical implications indicated by the litigation. | Practice Notes | Maintained |
| 23 | Information Exchange and Integration Planning in M&A ... This Note summarizes the antitrust issues surrounding the exchange of information between parties during due diligence and the negotiation of a merger, acquisition or joint venture. It also highlights issues to consider in planning the integration of merging companies. | Practice Notes | Maintained |
| 24 | Innovations in Poison Pill Drafting This Practice Note reviews recent legal and market developments influencing poison pills, and explores drafting innovations resulting from these developments. | Practice Notes | Maintained |
| 25 | Intellectual Property Rights: The Key Issues This Note discusses the main categories of intellectual property (IP) rights in the US and their management, including IP ownership, assignment and licensing. It also examines the issues that arise surrounding business transactions involving IP, including M&A and finance transactions as well as their basic tax treatment under federal law. | Practice Notes | Maintained |
| 26 | M&A Due Diligence: Assessing Compliance and Corruption ... A look at the need for, and methods of, assessing corruption risk in the context of mergers and acquisitions. | Practice Notes | Maintained |
| 27 | M&A in California: Key Issues and Considerations An overview of key legal issues affecting the practice of M&A in California. This Note highlights significant areas of contrast between California and Delaware law. The Note focuses on procedural issues and deal mechanics; it does not address case law on fiduciary duties. | Practice Notes | Maintained |
| 28 | Making Good Use of Special Committees This Note discusses why and how to establish a special committee, including when a special committee is needed, a proper mandate for the special committee and how to conduct a proper process. | Practice Notes | Maintained |
| 29 | Material Adverse Change Provisions: Mergers and ... This Note looks at the use of material adverse change (MAC) provisions to allocate risk in acquisition transactions and provides an overview of their typical structure and exclusions as well as relevant case law. It also discusses, from a buyer's perspective, potential modifications and supplements to a customary MAC provision. | Practice Notes | Maintained |
| 30 | Merger Agreement Commentary: Public Mergers and ... Commentary on the key terms and conditions commonly found in merger agreements for public target companies. | Practice Notes | Maintained |
| 31 | No-shops and Their Exceptions This Note discusses the purpose, structure and legal constraints of no-shop provisions and their various exceptions, including fiduciary outs, window-shops and go-shops. | Practice Notes | Maintained |
| 32 | Poison Pills: Defending Against Takeovers and Protecting ... This Note highlights how poison pills work, different state law approaches and different board and shareholder considerations, including what should trigger the pill, shareholder participation and different justifications for adopting the pill. | Practice Notes | Maintained |
| 33 | Preparing and Disclosing Financial Projections in Public M&A This Note explores issues to consider in preparing and disclosing financial projections against the backdrop of heightened scrutiny by the Delaware courts and the SEC. | Practice Notes | Maintained |
| 34 | Pricing Collars: Mitigating Market Risk in Public Mergers This Note discusses how pricing collars can be used to mitigate market risk in public mergers with stock or mixed cash and stock consideration. | Practice Notes | Maintained |
| 35 | Proxy Contests An overview of proxy contests. This Note explains the dynamics of the proxy contest process, risk mitigation strategies and how to maximize a company's chances to prevail in a contest. | Practice Notes | Maintained |
| 36 | Proxy Statements: Public Mergers This Note focuses on proxy statements prepared in mergers involving a public target company. It explains what a proxy statement is, what information it contains, how it is delivered to stockholders and when it must be filed. | Practice Notes | Maintained |
| 37 | Registration Statement: Form S-4 and Business Combinations This Note provides an overview of the disclosure requirements of a registration statement on Form S-4 when used for business combinations. This Note includes a detailed analysis of the items required by Part I and Part II of Form S-4. In addition, this Note addresses the general requirements for preparing and filing Form S-4. | Practice Notes | Maintained |
| 38 | Reverse Break-up Fees and Specific Performance A description of the remedies commonly available to a seller when an acquisition fails to close because of the buyer's breach or because of a financing failure. In particular, this Note describes the purposes, legal and business considerations of reverse break-up fees and specific performance. | Practice Notes | Maintained |
| 39 | Reverse Mergers: The IPO Alternative This overview discusses various aspects of going public using a reverse merger, including the advantages and disadvantages of reverse mergers and the mechanics, disclosure obligations, regulatory regime and legal issues involved in the transaction. | Practice Notes | Maintained |
| 40 | Tax Traps in an Acquisition of a Financially Distressed Target This Note provides an overview of common tax issues that arise for buyers and sellers in acquisitions of financially distressed targets. | Practice Notes | Maintained |
| 41 | Tax-Free Reorganizations: Acquisitive Reorganizations This Note provides an overview of tax-free acquisitive reorganizations. Acquisitive reorganizations are transactions where one corporation acquires the stock or assets of another corporation. | Practice Notes | Maintained |
| 42 | Using Option Structures to Reduce Buyer Risk in ... This Practice Note discusses some key issues to consider when structuring and negotiating an option to acquire a pharmaceutical company, such as purchase price, duration of the option, events triggering the option, the relevant product's development plan and antitrust and accounting implications. | Practice Notes | Maintained |
| 43 | What's Market: Bidding Wars A discussion of the legal and strategic aspects of bidding wars, or third-party offers for companies that have already entered into acquisition agreements, including links to underlying documents from a selection of deals. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 44 | What's Market: Fiduciary Out A discussion of fiduciary-out provisions in public merger transactions, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 45 | What's Market: Force the Vote A discussion of force the vote provisions negotiated by buyers of US public companies, including links to PLC What's Market summaries of recent public merger agreements. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 46 | What's Market: Hostile Takeovers and Proxy Contests A discussion of the legal and strategic aspects of hostile takeovers and proxy contests, including links to the principal documents from a selection of hostile deals. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 47 | What's Market: M&A Agreements in the Aerospace and ... A discussion of key provisions in M&A agreements in the aerospace and defense industry in private acquisitions and public mergers with a particular focus on government contracts representations and warranties. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 48 | What's Market: M&A Agreements in the Banking Industry A discussion of key provisions in M&A agreements in the banking industry in private acquisitions and public mergers. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 49 | What's Market: M&A Agreements in the Healthcare Industry A discussion of key provisions in M&A agreements in the healthcare industry in private acquisitions and public mergers. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 50 | What's Market: M&A Agreements in the Insurance Industry A discussion of key provisions in M&A agreements in the insurance industry in private acquisitions and public mergers. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 51 | What's Market: M&A Agreements in the Oil and Gas Industry A discussion of key provisions in M&A agreements in the oil and gas industry in private acquisitions and public merger agreements. In particular it looks at representations and warranties and covenants and agreements. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 52 | What's Market: M&A Agreements in the Software Industry A discussion of key provisions in M&A agreements in the software industry in private acquisitions and public mergers. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. It also includes an expert Q&A with Parag Gheewala of Wilson Sonsini Goodrich & Rosati, discussing key considerations that often arise in M&A transactions in the software industry. | Practice Notes | 31-Mar-2013 |
| 53 | What's Market: M&A Agreements in the Telecommunications ... A discussion of key provisions in M&A agreements in the telecommunications industry in private acquisitions and public mergers. This Practice Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 54 | What's Market: M&A Agreements in the Utilities Industry A discussion of key provisions in M&A agreements in the utilities industry in private acquisitions and public mergers. This Note includes links to recent deals summarized in PLC What's Market and will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 55 | What's Market: No-shop A discussion of no-shop provisions and its various exceptions in public merger transactions, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 56 | What's Market: Private Equity Buyouts A discussion of private equity participation in the market for takeovers of public companies, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 57 | What's Market: Reverse Break-up Fees for Antitrust Failure A discussion of reverse break-up fees for antitrust failure negotiated in acquisitions of US public companies, including links to PLC What's Market summaries of recent public merger agreements. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 58 | What's Market: Tax-free Transactions A discussion of tax-free reorganizations and other types of tax-free transactions in public merger transactions, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 59 | What's Market: Tender Offers A discussion of tender offers, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 60 | M&A in Media and Telecommunications: Key Issues and ... The media and telecommunications industries are constantly evolving as market participants attempt to predict whether the traditional distinctions between content providers, distributors and advertisers will remain intact. This uncertainty creates fertile ground for M&A transactions. | Practice Notes | 01-Jul-2012 |
| 61 | M&A Transactions in the Aerospace and Defense Industry ... This Note identifies key issues and considerations for M&A transactions in the highly regulated aerospace and defense industry. This Note will be updated periodically. | Practice Notes | 04-Jan-2012 |
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| 1 | Certificate of Merger (DE): Corporations A Delaware certificate of merger for the merger of corporations pursuant to Section 251 or 252 of the Delaware General Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 2 | Certificate of Merger (DE): LLCs A Delaware certificate of merger for the merger of a Delaware corporation and a Delaware LLC with the Delaware LLC as the surviving company. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 3 | Certificate of Merger (NY): Corporations A New York certificate of merger for the merger of corporations pursuant to Section 904 or 907 of the New York Business Corporation Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 4 | Certificate of Merger (NY): LLCs A New York certificate of merger for the merger of a business entity and a limited liability company into a limited liablity company pursuant to Section 1003 of the New York Limited Liability Company Law. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 5 | Confidentiality Agreement: Mergers and Acquisitions A standard form of confidentiality agreement to be used in connection with an acquisition. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 6 | Due Diligence Request List: Public Mergers & Acquisitions A general legal due diligence information request list to be used in connection with the acquisition of a public company. This request list does not does not cover business due diligence (other than general financial information). | Standard Documents | Maintained |
| 7 | Due Diligence Summary Template: Agreements This is a due diligence summary template to be used when reviewing and summarizing agreements in the context of a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 8 | Due Diligence Summary Template: Merger and Acquisition ... This is a due diligence summary template to be used when reviewing and summarizing stock purchase, asset purchase or merger agreements as part of the due diligence review in a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 9 | Due Diligence Summary Template: Organizational Documents This is a due diligence summary template to be used when reviewing and summarizing organizational documents in the context of a merger or acquisition. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 10 | Exclusivity Agreement An exclusivity agreement to be used in connection with an M&A transaction. This Standard Document has integrated drafting notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 11 | Memorandum: Review of Representations and Warranties in a ... A form of memorandum for in-house counsel to instruct members of the board of directors or officers of a target company on reviewing representations and warranties in a purchase agreement for an M&A transaction. The memorandum generally explains the purpose of representations and warranties, how representations are commonly qualified, how the disclosure schedules work together with the purchase agreement and the impact of representations and warranties on a transaction. | Standard Documents | Maintained |
| 12 | Merger Agreement (Pro-Buyer) A long-form agreement for the acquisition of a US public corporation by merger, drafted in favor of the buyer. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 13 | Merger Agreement (Tender Offer, Pro-buyer) A long-form agreement for the negotiated acquisition of a US public corporation structured as a front-end tender offer followed by a merger, drafted in favor of the buyer. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 14 | Officer's Certificate: Mergers & Acquisitions Form of officer's certificate (sometimes called a closing certificate) to be used in connection with M&A transactions. | Standard Documents | Maintained |
| 15 | Secretary's Certificate: Mergers & Acquisitions Form of secretary's certificate to be used in connection with M&A transactions. | Standard Documents | Maintained |
| 16 | Transaction Checklist: Spin-offs A transaction checklist highlighting the key matters and issues that should be considered by a company and its advisors before, and while conducting, a spin-off transaction. | Standard Documents | Maintained |
| 17 | Voting Agreement A voting agreement to be used in connection with the acquisition of a public company. This agreement sets out the terms and conditions by which a target company's stockholder agrees to vote in favor of a merger transaction. It is drafted in favor of the buyer, but aims to be reasonable and includes provisions commonly included in many voting agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
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| 1 | Board Resolutions of Buyer: Public Mergers and Acquisitions Resolutions of the board of directors of the buyer approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips. | Standard Clauses | Maintained |
| 2 | Board Resolutions of Merger Subsidiary Resolutions of the board of directors of the merger subsidiary approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips. | Standard Clauses | Maintained |
| 3 | Board Resolutions of Target Company: Public Mergers and ... Resolutions of the board of directors of the target company, approving a reverse triangular merger and merger agreement. These resolutions are drafted as clauses to be inserted into board minutes, or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips. | Standard Clauses | Maintained |
| 4 | Boilerplate Clauses A selection of boilerplate clauses for corporate and commercial agreements. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 5 | Merger Agreement: Sarbanes-Oxley Representation and ... A representation and warranty given by a public target company relating to its compliance with the Sarbanes-Oxley Act of 2002. This representation and warranty can also be used in a purchase agreement where a public company is selling a division or subsidiary. This Standard Clause reflects a comprehensive Sarbanes-Oxley representation and warranty that a buyer would typically propose in its initial draft merger agreement. This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 6 | Section 16 Resolutions Approving the Acquisition of Buyer ... Board resolutions approving the acquisition of certain buyer derivative or equity securities by persons who are or will become officers and directors of the buyer in connection with a merger. These resolutions are designed to meet the approval requirements for exempting transactions from short-swing profit liability under Rule 16b-3(d) issued under the Securities Exchange Act of 1934. Because these resolutions are drafted in accordance with advice provided by the Securities and Exchange Commission (SEC) to Skadden, Arps, Slate, Meagher & Flom LLP in an interpretive letter, they are sometimes called "Skadden Resolutions." | Standard Clauses | Maintained |
| 7 | Section 16 Resolutions Approving the Disposition of Target ... Board resolutions approving the disposition of target derivative or equity securities by officers and directors of a target company in connection with a merger. These resolutions are designed to meet the approval requirements for exempting transactions from short-swing profit liability under Rule 16b-3(e) issued under the Securities Exchange Act of 1934. Because these resolutions are drafted in accordance with advice provided by the Securities and Exchange Commission (SEC) to Skadden, Arps, Slate, Meagher & Flom LLP in an interpretive letter, they are sometimes called "Skadden Resolutions." | Standard Clauses | Maintained |
| 8 | Standard Arbitration Clauses for the AAA, ICDR, ICC and ... A resource providing the text of and drafting notes for the standard recommended arbitration clauses of the American Arbitration Association (AAA), International Centre for Dispute Resolution (ICDR), International Chamber of Commerce (ICC) and the United Nations Commission on International Trade Law (UNCITRAL). | Standard Clauses | Maintained |
| 9 | Stockholder Resolutions of Merger Subsidiary Resolutions of the stockholders of the merger subsidiary approving a reverse triangular merger and merger agreement. These resolutions are drafted as standard clauses and should be inserted into meeting minutes or a form of written consent. This Standard Clause has integrated notes with important explanations and drafting tips. | Standard Clauses | Maintained |
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| 1 | Confidentiality Agreements for M&A Transactions: A Checklist ... A Checklist of issues that parties negotiate, and the objectives that each side may seek, in a typical one-way confidentiality agreement used in connection with an M&A transaction. | Checklists | Maintained |
| 2 | Corporate and LLC Consents Required for Mergers and ... This Checklist summarizes the consent requirements for corporations and limited liability companies involved in M&A transactions. | Checklists | Maintained |
| 3 | Golden Parachute Say on Pay Requirements Checklist A checklist summarizing the disclosure and shareholder advisory vote requirements for golden parachute compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act. | Checklists | Maintained |
| 4 | IP Due Diligence Issues in M&A Transactions Checklist A Checklist of what to look for and what questions to ask when conducting intellectual property due diligence in connection with an M&A transaction. | Checklists | Maintained |
| 5 | Negotiating M&A Engagement Letters Checklist This Checklist sets out the most important sections of a financial advisor engagement letter and lists negotiating points for both the buyer and the advisor in connection with an M&A transaction. | Checklists | Maintained |
| 6 | Public Merger Timeline A timeline highlighting the various stages of a public merger. | Checklists | Maintained |
| 7 | Public Mergers and Acquisitions Due Diligence Checklist This is a due diligence checklist for buyer's counsel of what to look for and what questions to ask when conducting corporate due diligence on US public target companies. | Checklists | Maintained |
| 8 | Tender Offer Timeline A timeline highlighting the typical stages of a cash tender offer. | Checklists | Maintained |
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| 1 | Trend Towards Uniformity: How Dealmakers Are Drafting ... In its fourth annual survey of remedies in merger agreements for buyer breach, PLCWhat’s Market studied the past year in leveraged public deals to analyze how dealmakers are allocating the risk of financing failure. This year’s edition revealed more uniformity in the drafting of remedies for buyer breach and other techniques for risk sharing. | Articles | 06-May-2013 |
| 2 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2013 study of reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Remedies in Leveraged Public Deals from 2012, given by PLC on April 25, 2013. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2013 Edition). You can access the webinar here. | Articles | 25-Apr-2013 |
| 3 | Due Diligence of Supply Chain Contracts in M&A Transactions This Article provides guidance about some of the key issues to be aware of when conducting due diligence or document review of the target's supply chain contracts in an M&A transaction. It does not present a comprehensive list of all supply chain contract due diligence issues. | Articles | 05-Apr-2013 |
| 4 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2012 for debt-financed acquisitions of US, publicly traded companies (excluding REITs) with a deal value of at least $100 million. The 2013 edition includes detailed analysis of the remedy models, financing covenants and Xerox provisions seen in 2012. | Articles | 05-Apr-2013 |
| 5 | What's Market: Webinar on 2012 Public M&A Trends and ... On February 13, 2013, Practical Law Company presented Year in Review: Public M&A Trends and Highlights from 2012, a 30-minute webinar that reviewed critical M&A trends, unique transactions and highlights of public M&A activity in 2012. You can access the recorded webinar here. The slides reviewed during the presentation can be found at the link below. | Articles | 13-Feb-2013 |
| 6 | Delaware Courts Tackle Standards of Review for Directors ... An article distinguishing the application of the business judgment rule in Freedman v. Adams, et al. from the enhanced-scrutiny analysis in In re Novell, Inc. Shareholder Litigation. | Articles | 30-Jan-2013 |
| 7 | What's Market: 2012 Public M&A Wrap-up A review of public M&A activity in 2012. | Articles | 30-Jan-2013 |
| 8 | Third-quarter Trends in Public M&A A review of public M&A activity in the third quarter of 2012, highlighting trends and developments. | Articles | 08-Nov-2012 |
| 9 | Mid-year Public M&A Wrap-up A review of public M&A activity in the first half of 2012. | Articles | 30-Aug-2012 |
| 10 | Is Force the Vote Poised for a Comeback? Insights from the ... An article reviewing the incidence of force the vote provisions during the first half of 2012 and discussing what the trend might mean for dealmaking. | Articles | 30-Jun-2012 |
| 11 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2012 study on reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Remedies in Leveraged Public Deals from 2011, given by PLC on April 26, 2012. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2012 Edition). You can access the webinar here. | Articles | 26-Apr-2012 |
| 12 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2011 for debt-financed acquisitions of US, publicly traded companies (excluding REITs) with a deal value of at least $100 million. The 2012 edition includes new and detailed analysis of the remedy approaches, financing covenants and Xerox provisions seen in 2011. | Articles | 24-Mar-2012 |
| 13 | 2011 Year-end Public M&A Wrap-up A review of public M&A activity in 2011. | Articles | 01-Feb-2012 |
| 14 | What's Market: Webinar on 2011 Public M&A Trends and ... On January 26, 2012, Practical Law Company presented Year in Review: Public M&A Trends and Highlights from 2011, a 30-minute webinar on 2011's most important M&A developments, unique transactions and other market trends. You can access the recorded webinar here. | Articles | 27-Jan-2012 |
| 15 | Acquisitions of Canadian Public Companies An overview of acquisitions of Canadian public companies, including an examination of the key differences relative to the US regime in transaction structures, board considerations, tax, regulatory requirements and documentation. | Articles | 10-Jan-2012 |
| 16 | Structuring a Sale of Control Transaction: Factors to Consider This Article outlines recent Delaware Court of Chancery decisions that highlight factors to take into account when structuring a sale of control transaction. These decisions offer guidance to boards seeking to satisfy enhanced scrutiny under Revlon. | Articles | 01-Nov-2011 |
| 17 | What's Market: 2011 Mid-year Public M&A Wrap-up A review of public M&A activity in the first half of 2011. | Articles | 01-Sep-2011 |
| 18 | Share-for-Share Business Combinations between Non-US ... An overview of the SEC registration process, and the consequences of becoming a reporting company, for non-US companies conducting share-for-share business combinations. This Article includes practical guidance for preparing and filing the registration statement and navigating the SEC review process. The Article also summarizes SEC reporting requirements and other obligations of reporting companies, including under the Sarbanes-Oxley Act, and describes the requirements for terminating SEC registration. | Articles | 04-Aug-2011 |
| 19 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2011 study on reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Public Deal Remedies from 2010, given by PLC on May 5, 2011. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals (2011 Edition). You can access the webinar here. | Articles | 05-May-2011 |
| 20 | Buyer Breach: A Survey of Remedies in Public Deals (2011 ... This Article highlights some of the results of a survey of recent public merger agreements conducted by PLC What's Market, which analyzed target companies' remedies when buyers fail to close a transaction due to a breach or failure to obtain financing. | Articles | 01-May-2011 |
| 21 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2010 for acquisitions of US-domiciled, publicly traded companies (excluding REITs) with a deal value at signing of at least $100 million. | Articles | 17-Apr-2011 |
| 22 | SEC Comment Letters: Selected Issues Related to Financial ... This report draws out several themes from correspondence between transaction parties and the SEC Staff on disclosures relating to the involvement of financial advisors in the merger process. | Articles | 01-Apr-2011 |
| 23 | What's Market: 2010 Public M&A Trends and Highlights These slides summarize key trends and highlights from public M&A activity in 2010 and were used in connection with a webinar, Year in Review: Public M&A Trends and Highlights from 2010, given by PLC on January 13, 2011. You can access the webinar here. | Articles | 13-Jan-2011 |
| 24 | What's Market: Matching Rights in 2010 An Article explaining matching rights and discussing recent deals with matching right provisions. | Articles | 01-Dec-2010 |
| 25 | What's Market: M&A Wrap-up: Q3 2010 A review of public M&A activity in the third quarter of 2010. | Articles | 01-Nov-2010 |
| 26 | What's Market: M&A Trends and Highlights for Q3 2010 These slides summarize key trends and highlights from public M&A activity in the third quarter of 2010 and were used in connection with a webinar given by PLC on October 14, 2010. | Articles | 14-Oct-2010 |
| 27 | Top-up Options: Mitigating Litigation Risks Increased judicial scrutiny has led parties to change certain terms of their top-up options. Professor Steven M. Davidoff examines these modifications and their effectiveness. | Articles | 01-Oct-2010 |
| 28 | What's Market: M&A Wrap-Up: Q2 2010 A review of public M&A activity in the second quarter of 2010. | Articles | 01-Sep-2010 |
| 29 | The Details of Deal-making Professor Steven M. Davidoff explains how seemingly minor details in acquisition agreements can have a significant impact on a transaction and identifies various provisions to which deal lawyers should pay particular attention. | Articles | 01-Jul-2010 |
| 30 | An Expert's View: Trends in Deal Terms in Public M&A Daniel A. Neff of Wachtell, Lipton, Rosen & Katz discusses current trends in deal terms in public M&A. | Articles | 30-Apr-2010 |
| 31 | Buyer Breach: A Survey of Remedies in Public Deals (2010 ... This Article examines the results of a survey of recent public merger agreements conducted by PLC What's Market, which analyzed target companies' remedies when buyers fail to close a transaction due to a breach or failure to obtain financing. | Articles | 30-Apr-2010 |
| 32 | Delaware's Corporate Pragmatist Professor Steven M. Davidoff reviews Vice Chancellor Laster's opinions to date. | Articles | 30-Apr-2010 |
| 33 | In the Face of an Unsolicited Bid Given the significant decline in share prices, hostile bids are on the rise. At the same time, many companies are under increased pressure from shareholder activists to dismantle takeover defenses. This Article highlights ways that public companies and their boards of directors can be properly prepared to deal with hedge fund activity and unsolicited bids. | Articles | 30-Apr-2010 |
| 34 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2009 and the first quarter of 2010 for acquisitions of US-domiciled, publicly traded companies (excluding REITs) with a deal value at signing of at least $100 million. | Articles | 26-Apr-2010 |
| 35 | Affiliates and the "Going-Private" Rules Professor Steven M. Davidoff examines strategies for dealing with the SEC’s "going-private" enhanced disclosure requirements in acquisitions involving affiliates. | Articles | 01-Mar-2010 |
| 36 | Deal Protection: One Size Does Not Fit All This Article discusses why dealmakers and their advisers should negotiate deal protection terms on the basis of the specific facts and circumstances of their transaction, and avoid arguments based on recent precedent. | Articles | 01-Mar-2010 |
| 37 | 2010 Acquisition Financing: Trends From 2009 This article discusses acquisition financing trends that emerged in 2009 and draws some tentative conclusions about what 2010 may bring. | Articles | 03-Feb-2010 |
| 38 | Explicating Revlon This Article reviews the trilogy of Delaware court cases decided in 2009 that reaffirmed and explicated Revlon duties. | Articles | 01-Feb-2010 |
| 39 | Lessons From the Forever War Professor Steven M. Davidoff examines the three-way hostile among CF, Terra and Agrium and extracts important lessons. | Articles | 22-Jan-2010 |
| 40 | MOFCOM Implements Strengthened Rules for Merger and ... The Chinese Ministry of Commerce recently enacted rules strengthening its review of mergers and acquisitions. This Article examines the changes imposed by these rules and discusses the practical implications on international transactions. | Articles | 21-Jan-2010 |
| 41 | Private Equity in 2009: A Year of Transition This Article reviews the year in private equity buyouts of public companies, analyzes the different models for risk allocation that emerged in 2009, and looks ahead toward 2010. | Articles | 07-Jan-2010 |
| 42 | Clearing Foreign Investment in US Businesses through the ... An overview of the process and practical issues to consider on the clearing of a foreign investment in US business through the Committee on Foreign Investment in the United States. | Articles | 01-Jan-2010 |
| 43 | Addressing Valuation Uncertainty in M&A Negotiations In the current market not only are buyers and sellers disagreeing over valuation, but there is more than the usual level of disagreement over the prospects of any particular business. This article examines the use of earn-outs and milestones, and the greater focus on purchase price adjustments and closing conditions. | Articles | 04-Dec-2009 |
| 44 | Bank of America/Merrill Lynch: Lessons Learned Almost a year has passed since Bank of America acquired Merrill Lynch, but the controversial deal continues to make headlines. Professor Steven M. Davidoff looks back at the deal and its subsequent fall-out, and draws out significant lessons. | Articles | 04-Dec-2009 |
| 45 | IMS Health: Reverse Break-up Fees, Financing and Deal ... This Article discusses some of the key features and potential implications of the acquisition of IMS Health Incorporated, the largest debt-financed private equity transaction involving a U.S. target company since the deepening of the financial crisis in 2008. | Articles | 23-Nov-2009 |
| 46 | European and UK Trends in Private M&A: The New Deal ... An article on European and UK trends in private M&A in the post-Lehman deal landscape. | Articles | 29-Oct-2009 |
| 47 | The Results Are In: Delaware Dominates On the heels of his recently published study, Professor Steven M. Davidoff examines why Delaware is the pick for choice of law and choice of forum in public merger agreements. | Articles | 16-Oct-2009 |
| 48 | A Busy Summer in the Chancery Court: Examining Fiduciary ... Professor Steven M. Davidoff writes on the recent decisions from the Delaware Chancery Courts in a post Lyondell world. | Articles | 25-Aug-2009 |
| 49 | Lessons From the Huntsman Corporation Bank Litigation Professor Steven M. Davidoff writes on lessons learned from the Huntsman litigation against the acquisition financing lenders claiming tortious interference of contract. | Articles | 20-Jul-2009 |
| 50 | Virtual Data Rooms A discussion of the use of virtual data rooms during the due diligence process and other stages of a transaction. | Articles | 18-Jun-2009 |
| 51 | Private Equity - What Next? Professor Steven M. Davidoff writes on the potential future shift in private equity deal structures. | Articles | 18-May-2009 |
| 52 | Anheuser-Busch InBev: I'll Drink to That A review of Belgian brewing giant InBev's $52 billion takeover of brewer Anheuser-Busch. | Articles | 14-Apr-2009 |
| 53 | The Changing Nature of the Strategic Structure Professor Steven M. Davidoff writes on the recent changes in, and future of, the strategic deal structure. | Articles | 23-Mar-2009 |
| 54 | Selectica's NOL Poison Pill: the Deliberate Trigger Professor Steven M. Davidoff writes on the events leading up to the deliberate trigger of Selectica's poison pill and the potential future consequences as the dispute heads to the Delaware Chancery Court. | Articles | 18-Feb-2009 |
| 55 | Preparing for Battle: Hostile Takeovers Professor Steven M. Davidoff writes on the likely increase in hostile takeovers and important issues to consider when implementing defensive measures. | Articles | 16-Dec-2008 |
| 56 | The SEC's Amended Rules on Cross-Border Business ... This article discusses the amendments adopted on September 19, 2008 by the US Securities and Exchange Commission (SEC) to the rules governing cross-border tender offers, exchange offers, rights offerings and business combination transactions and the reasons for and impact of these changes. These amended rules come into effect December 8, 2008. | Articles | 04-Dec-2008 |
| 57 | Recent Delaware Decisions Affecting Advanced Notice By ... An analysis of two Delaware Court of Chancery opinions on the interpretation of advance notice by-laws of Delaware corporations. Such by-laws require stockholders to provide advance notice of proposals that they intend to submit at stockholder meetings. This article was first published in The Metropolitan Corporate Counsel, Volume 16, No. 7. | Articles | 17-Nov-2008 |
| 58 | Merger control: the competitive implications of transactions An examination of the ways in which US anti-trust rules affect mergers and acquisitions. This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services. | Articles | 11-Nov-2008 |
| 59 | The Real Deal On the heels of his recently published study, Professor Steven M. Davidoff examines why Delaware is the pick for choice of law and choice of forum in public merger agreements. | Articles | -- |
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| 1 | In re Plains: Revlon Duties Met Despite No Special Committee ... The Delaware Court of Chancery denied plaintiffs' motion for preliminary injunction in In re Plains Exploration & Production Company Stockholder Litigation, finding that the board of directors had met its Revlon duties. | Legal Update: archive | 16-May-2013 |
| 2 | Seller's Guide to the Auction Process A discussion of how seller's counsel can prepare for an auction, drawn on resources that describe the auction process. | Legal Update: archive | 09-May-2013 |
| 3 | Delaware Court of Chancery Rejects Settlement, Finding ... In a bench ruling, Chancellor Strine of the Delaware Court of Chancery rejected the terms of a settlement agreement stemming from the merger of Transatlantic Holdings Inc. and Alleghany Corporation, finding that the additional proxy disclosures dictated by the settlement agreement were immaterial and that the stockholder plaintiffs were not representative of the class. | Legal Update: archive | 21-Mar-2013 |
| 4 | Proposed Changes to Delaware Law: No More Top-up ... The Delaware State Bar Association's Corporate Council will meet to decide whether to endorse several substantial proposed amendments to the DGCL and the LLC Act. | Legal Update: archive | 21-Mar-2013 |
| 5 | Kallick v. SandRidge Energy: Delaware Court of Chancery ... In a proxy-contest dispute, the Delaware Court of Chancery ruled in Kallick v. SandRidge Energy that a board's duties under Unocal required it to either approve a dissident slate of directors to avoid triggering a "proxy put" in accordance with Amylin or refrain from soliciting any further consent revocations. | Legal Update: archive | 14-Mar-2013 |
| 6 | Delaware Court of Chancery Holds that Reverse Triangular ... The Delaware Court of Chancery held in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH that a reverse triangular merger does not trigger an "assignment by operation of law" provision. | Legal Update: archive | 28-Feb-2013 |
| 7 | In re BioClinica: Delaware Court of Chancery Allows ... The Delaware Court of Chancery held in In re BioClinica that a target company's poison pill, combined with standstills binding third-party bidders, did not impermissibly lock up an acquisition under Omnicare. The Court explained when the combination of deal protections would be considered preclusive of other bids. | Legal Update: archive | 28-Feb-2013 |
| 8 | Defining and Protecting Evaluation Material in M&A ... A discussion of how the disclosing party and the recipient negotiate the definition and disclosure of "Evaluation Material" in confidentiality agreements for M&A transactions. | Legal Update: archive | 14-Feb-2013 |
| 9 | Delaware Court of Chancery Continues to Address "Bad Faith" ... In the wake of its decision in In re Novell, Inc. Shareholder Litigation last month, the Court of Chancery of the State of Delaware has continued to examine the meaning of "bad faith" in the context of a board of directors' failure to satisfy its Revlon duties. | Legal Update: archive | 07-Feb-2013 |
| 10 | In re Novell: Delaware Court of Chancery Finds Potential Bad ... The Delaware Court of Chancery denied a target company board's motion to dismiss, finding that the board's preferential treatment of one bidder over another made the plaintiff-stockholders' bad-faith claim against the board reasonably conceivable. | Legal Update: archive | 24-Jan-2013 |
| 11 | Court of Chancery Enjoins Enforcement of "Don't Ask, Don't ... The Delaware Court of Chancery enjoined enforcement of a "Don't Ask, Don't Waive" standstill provision that prevented a private request for waiver of the standstill by a rejected bidder in a public-company auction process following the public announcement of a deal with another bidder. | Legal Update: archive | 20-Dec-2012 |
| 12 | Drafting the Bring-down Closing Condition A discussion of the negotiation tactics between buyers and sellers over the bring-down of the seller's representations and warranties from the signing to the closing date. | Legal Update: archive | 21-Nov-2012 |
| 13 | DTCC and STA Establish Protocol for Replacement of Security ... The Depository Trust & Clearing Corporation (DTCC) and the Securities Transfer Association (STA) agreed to a protocol for the replacement of security certificates that were damaged or destroyed by Hurricane Sandy. | Legal Update: archive | 20-Nov-2012 |
| 14 | Sellers Seek New Antitrust Protections in Agreements under ... A recent merger agreement included a unique clause that stated the buyer was being required to make a representation relating to its compliance with the new Hart-Scott-Rodino associate rules. | Legal Update: archive | 17-Sep-2012 |
| 15 | Delaware Confidential Judicial-arbitration Procedures ... US District Court for the District of Delaware held in Delaware Coalition for Open Government v. Honorable Leo E. Strine, Jr. that the new confidential judicial-arbitration procedures established under Delaware law are unconstitutional. | Legal Update: archive | 05-Sep-2012 |
| 16 | Americas Mining Corporation v. Michael Theriault: Delaware ... The Delaware Supreme Court in Americas Mining Coroporation v. Michael Theriault affirmed the October 2011 Delaware Court of Chancery's record-setting award of damages of more than $2 billion and $304 million in attorneys' fees when it held that the controlling stockholder defendants breached their fiduciary duty of loyalty in a transaction involving the controlling stockholder’s subsidiary. The Court of Chancery's award, in the stockholder derivative action In re Southern Peru Copper Corp., remains the largest award handed down by the Court of Chancery to date. | Legal Update: archive | 30-Aug-2012 |
| 17 | Delaware Supreme Court Issues Opinion Affirming Court of ... The Delaware Supreme Court issued its opinion in Martin Marietta Materials, Inc. v. Vulcan Materials Company, following its May 31 order. | Legal Update: archive | 11-Jul-2012 |
| 18 | Delaware Supreme Court Affirms Court of Chancery Ruling in ... The Delaware Supreme Court denied Martin Marietta's appeal of the Delaware Court of Chancery's ruling in Martin Marietta Materials, Inc. v. Vulcan Materials Company. | Legal Update: archive | 31-May-2012 |
| 19 | Martin Marietta: Delaware Court of Chancery Holds Use of ... The Delaware Court of Chancery held in Martin Marietta Materials, Inc. v. Vulcan Materials Company that Martin Marietta had breached two confidentiality agreements by using confidential information acquired during merger negotiations with Vulcan to initiate a hostile bid and proxy contest, even though neither confidentiality agreement contained an express standstill provision. | Legal Update: archive | 10-May-2012 |
| 20 | FTC Premerger Notification Office Publishes Item 4(c) ... The Premerger Notification Office (PNO) of the Federal Trade Commission (FTC) recently published a tip sheet interpreting Item 4(c) of the Hart-Scott-Rodino Premerger Notification and Report Form. The tip sheet provides rare definitive guidance on some controversial Item 4(c) issues. | Legal Update: archive | 26-Apr-2012 |
| 21 | Frank v. Elgamal: Chancery Court Applies "Hammons" ... The Delaware Court of Chancery applies the test established in In re John Q. Hammons Hotels Inc. Shareholder Litigation to review a merger involving controlling stockholders and a cash-out of the minority stockholders. In Frank v. Elgamel, the Court held that the entire fairness standard applies to its review of the merger because adequate procedural protections were not in place to protect minority stockholders. | Legal Update: archive | 04-Apr-2012 |
| 22 | US District Court Finds Possible Breach of Letter of Intent for ... The US District Court for the Southern District of New York in EQT Infrastructure Limited v. Smith denied a motion to dismiss a claim that an agreement to negotiate in good faith in a letter of intent was breached by the potential sellers as a result of their failure to disclose a condition that they would only enter into a final agreement if they could find a buyer for a separate business. | Legal Update: archive | 29-Mar-2012 |
| 23 | In re Celera: Fiduciary Out is Ineffective if Potential Bidders ... The Delaware Court of Chancery advises in In re Celera Corporation that it may enjoin enforcement of "Don't-Ask-Don't-Waive" standstill agreements with potential bidders if the board has separately agreed to a no-shop provision with the buyer. | Legal Update: archive | 28-Mar-2012 |
| 24 | Takeover of Delphi Financial Moves Forward Despite Actions ... On March 6, 2012, Vice Chancellor Glasscock of the Delaware Court of Chancery declined to enjoin Tokio Marine's takeover of Delphi Financial even after finding the plaintiffs had a likelihood of success on the merits. | Legal Update: archive | 07-Mar-2012 |
| 25 | Chancellor Strine Declines to Enjoin Kinder Morgan ... On February 29, 2012, Chancellor Strine of the Delaware Court of Chancery declined to enjoin the Kinder Morgan takeover of El Paso, despite a conflicted process. | Legal Update: archive | 02-Mar-2012 |
| 26 | Chancellor Strine Declines to Enjoin Kinder Morgan ... On February 29, 2012, Chancellor Strine of the Delaware Court of Chancery declined to enjoin the Kinder Morgan takeover of El Paso, despite a conflicted process. | Legal Update: archive | 01-Mar-2012 |
| 27 | In re Compellent Technologies: Delaware Chancery Court ... An update on the decision of the Delaware Court of Chancery in In re Compellent Technologies, Inc. Shareholder Litigation. In his decision, Vice Chancellor Laster reviewed the deal-protection measures in the original merger agreement between Dell and Compellent Technologies to determine the value of the plaintiffs' lawyers' success in negotiating a more neutral amended agreement. | Legal Update: archive | 15-Dec-2011 |
| 28 | SEC Approves New Reverse Merger Listing Standards for the ... On November 9, 2011, the SEC approved rule changes for the NYSE, NYSE Amex and NASDAQ exchanges that impose additional listing requirements on companies completing a reverse merger with a shell company. | Legal Update: archive | 10-Nov-2011 |
| 29 | In re Southern Peru Copper: Court of Chancery Grants $1.263 ... The Delaware Court of Chancery in In re Southern Peru Copper Corp. Shareholder Derivative Litigation issued a decision in which it held that Southern Peru's controlling stockholder defendants breached their fiduciary duty of loyalty in Southern Peru’s acquisition of the controlling stockholder's subsidiary. In finding that the transaction failed the entire fairness standard of review, the damages granted in this case represent one of the largest awards handed down by the Court of Chancery to date. | Legal Update: archive | 20-Oct-2011 |
| 30 | Innkeepers Settles with Cerberus and Chatham Over Failed ... An update on the litigation over the failed acquisition of certain subsidiaries of Innkeepers USA Trust by Cerberus Series Four Holdings, LLC and Chatham Lodging Trust based on a material adverse effect clause. | Legal Update: archive | 20-Oct-2011 |
| 31 | Del Monte and Barclays Settle Lawsuit that Raised Questions ... Del Monte and Barclays settle for $89.4 million a stockholders' derivative lawsuit that raised conflict of interest questions about buy-side financing by sell-side investment banks. | Legal Update: archive | 10-Oct-2011 |
| 32 | In re: OPENLANE and New Jersey Carpenters Pension Fund ... An update on the decisions issued by the Delaware Court of Chancery in In re: OPENLANE Shareholders Litigation and New Jersey Carpenters Pension Fund v. infoGROUP, Inc., which demonstrate the continued latitude that the Court affords directors to negotiate a sale, as long as they can show that they were adequately informed, acted reasonably and were disinterested. | Legal Update: archive | 07-Oct-2011 |
| 33 | Takeover Code: amended Panel Executive Practice ... The Takeover Panel Executive has published amended versions of a number of its Practice Statements, which have been updated principally to reflect the Takeover Code changes that came into effect on 19 September 2011. | Legal Update: archive | 19-Sep-2011 |
| 34 | SEC Issues Guidance on Filing 8-Ks to Report Reverse ... On September 14, 2011, the SEC issued guidance on the filing of Forms 8-K to report reverse mergers and similar transactions by which companies cease to be shell companies. | Legal Update: archive | 15-Sep-2011 |
| 35 | NYSE Proposes Additional Listing Requirements for ... An update on the NYSE's proposed rule change to adopt additional listing requirements for companies that become public through reverse mergers. | Legal Update: archive | 09-Aug-2011 |
| 36 | Takeover Code: response statement on Code amendments ... The Code Committee of the Takeover Panel has published its response statement setting out the amendments to the Takeover Code following its review of certain aspects of the regulation of takeover bids. | Legal Update: archive | 21-Jul-2011 |
| 37 | FTC and DOJ Amend Premerger Notification Rules and HSR ... An update on the FTC's and the DOJ Antitrust Division's revisions to the Premerger Notification Rules and Hart-Scott-Rodino (HSR) Form. | Legal Update: archive | 07-Jul-2011 |
| 38 | New edition of Mergers and Acquisitions multi-jurisdictional ... PLC Cross-border has updated the Mergers and Acquisitions multi-jurisdictional guide, which answers key questions on public mergers and acquisitions law from the perspective of practitioners in 33 jurisdictions. | Legal Update: archive | 16-Jun-2011 |
| 39 | NASDAQ Proposes Revised Rule to Adopt Listing ... An update on NASDAQ's revised proposed rule refining the listing requirements for companies that become public through a reverse merger. | Legal Update: archive | 27-May-2011 |
| 40 | In re Smurfit-Stone Container Corp.: Delaware Chancery ... An update on the Delaware Chancery Court's opinion in In re Smurfit-Stone Container Corp., holding that Revlon duties apply to the board of directors of a corporation being sold for an even mix of cash and stock consideration. | Legal Update: archive | 24-May-2011 |
| 41 | In re Orchid Cellmark: Delaware Chancery Court Reviews ... An update on the Delaware Court of Chancery's opinion in In re Orchid Cellmark Inc. Shareholder Litigation holding that a board only needs to disclose the projections which it and its financial advisors relied on even when they are not the projections endorsed by management. | Legal Update: archive | 19-May-2011 |
| 42 | NASDAQ Proposes Rule Change to Adopt Listing ... An update on NASDAQ's proposed rule change to adopt additional listing requirements for companies that become public through a reverse merger. | Legal Update: archive | 21-Apr-2011 |
| 43 | Delaware Chancery Court Finds Reverse Triangular Mergers ... An update on the Delaware Court of Chancery's opinion in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH holding that a reverse triangular merger may constitute an assignment by operation of law where the plaintiff presents evidence that the defendant converted the target into a shell company immediately following the merger. | Legal Update: archive | 12-Apr-2011 |
| 44 | Delaware Chancery Court Finds Crown Media ... An update on the Delaware Chancery Court's decision in S. Muoio & Co. v. Hallmark Entertainment Investments Co., in which the court found the recapitalization of Crown Media Holdings, Inc. entirely fair. | Legal Update: archive | 10-Mar-2011 |
| 45 | Delaware Chancery Court Enjoins Vote in Atheros/Qualcomm ... An update on the Delaware Chancery Court's decision to preliminarily enjoin the stockholder vote in the Atheros/Qualcomm merger pending curative disclosures. | Legal Update: archive | 09-Mar-2011 |
| 46 | Delaware Chancery Court Upholds Airgas Poison Pill An update on the Delaware Court of Chancery's decision in Air Products and Chemicals, Inc. v. Airgas, Inc. to uphold the Airgas poison pill. | Legal Update: archive | 16-Feb-2011 |
| 47 | Delaware Chancery Court Grants Injunction Postponing Del ... An update on the Delaware Court of Chancery's decision in In re Del Monte Foods Company Shareholders Litigation to grant a preliminary injunction postponing the stockholder merger vote and enjoining the merger agreement's deal protections. | Legal Update: archive | 15-Feb-2011 |
| 48 | Delaware Chancery Court's Occam Ruling Applies Revlon to ... An update on the Delaware Court of Chancery's ruling in the Occam Networks case, which applied Revlon duties to the board in a mixed-consideration merger transaction. | Legal Update: archive | 01-Feb-2011 |
| 49 | SEC Issues Final Rules under Dodd-Frank on Stockholder ... An update on the SEC's final rules allowing stockholders to cast advisory votes on executive compensation and "golden parachute" arrangements. | Legal Update: archive | 25-Jan-2011 |
| 50 | FTC Revises Thresholds for HSR Act Filings and Prohibition of ... An update on the FTC's revised thresholds for premerger notification filings under the Hart-Scott-Rodino Act and for the prohibition on interlocking directorates under Section 8 of the Clayton Act. | Legal Update: archive | 24-Jan-2011 |
| 51 | Delaware Chancery Court Finds John Q. Hammons Hotels ... An update on the Delaware Court of Chancery's holding that the John Q. Hammons Hotels transaction was entirely fair. | Legal Update: archive | 14-Jan-2011 |
| 52 | FASB Issues Accounting Standards Update for Business ... An update on the FASB's accounting standards update amending Business Combinations, Topic 805 of the FASB Accounting Standards Codification, regarding pro forma revenue and earnings disclosure requirements for business combinations. | Legal Update: archive | 28-Dec-2010 |
| 53 | Delaware Supreme Court Overturns Chancery Court Ruling ... An update on the Delaware Supreme Court 's opinion reversing the ruling of the Delaware Chancery Court by invalidating a by-law amendment approved by stockholders shortening the period between annual meetings. | Legal Update: archive | 29-Nov-2010 |
| 54 | Delaware Supreme Court Invalidates Airgas By-law ... An update on the Delaware Supreme Court's opinion in Airgas, Inc. v. Air Products & Chemicals, Inc., overturning the Chancery Court and invalidating Airgas' by-law amendment shortening its annual meeting period. | Legal Update: archive | 23-Nov-2010 |
| 55 | Takeover Code: response to consultation on review of certain ... The Code Committee of the Panel has published its response statement to Public Consultation Paper PCP 2010/2: Review of certain aspects of the regulation of takeover bids. | Legal Update: archive | 21-Oct-2010 |
| 56 | SEC Proposes Rules Under Dodd-Frank On Stockholder ... An update on the SEC's proposed rules allowing stockholders to cast advisory votes on executive compensation and golden parachute arrangements. | Legal Update: archive | 19-Oct-2010 |
| 57 | Delaware Chancery Court Upholds Airgas' By-law ... An update on the Delaware Court of Chancery's opinion dismissing a company challenge of a by-law amendment approved by stockholders shortening the period between annual meetings and weaking the effectiveness of the company's staggered board takeover defense. | Legal Update: archive | 14-Oct-2010 |
| 58 | Delaware Chancery Court Clarifies Calculation of Break-Up ... An update on the Delaware Court of Chancery's opinion dismissing a stockholder challenge of a negotiated two-step acquisition and clarifying the appropriate methodology for calculating termination fees. | Legal Update: archive | 06-Oct-2010 |
| 59 | Delaware Supreme Court Upholds Selectica Decision An update on the Delaware Supreme Court's opinion affirming the Chancery Court's decision holding that Selectica's adoption and activation of its NOL poison pill and the adoption of a reset poison pill were valid exercises of the business judgment of its board of directors. | Legal Update: archive | 04-Oct-2010 |
| 60 | Delaware Chancery Court Invalidates Craigslist Poison Pill ... An update on the Delaware Chancery Court's holding that certain defensive measures adopted by Craigslist, including a poison pill, breached the fiduciary duties owed by Craigslist directors and controlling stockholders to its minority stockholders, while upholding the implementation of a staggered board. | Legal Update: archive | 16-Sep-2010 |
| 61 | Revised Horizontal Merger Guidelines Released An update on the revised Horizontal Merger Guidelines. | Legal Update: archive | 20-Aug-2010 |
| 62 | Delaware Court of Chancery Upholds Barnes & Noble Poison ... An update on the Delaware Court of Chancery reaffirming the standard of review applicable to challenges to poison pills and upholding the adoption of a poison pill that grandfathered an existing stockholder's significant stake from triggering the pill. | Legal Update: archive | 19-Aug-2010 |
| 63 | SEC to Consider Proxy Access An update on the SEC announcing an open meeting to consider whether to adopt changes to the federal proxy and other rules to help with director nominations by stockholders. | Legal Update: archive | 19-Aug-2010 |
| 64 | FTC Proposes Changes to Premerger Notification Form An update on the Federal Trade Commission's proposal to make changes to improve the HSR premerger notification form. | Legal Update: archive | 16-Aug-2010 |
| 65 | SEC Issues C&DIs on Lock-up Agreements in Debt Exchange ... An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on lock-up agreements in debt exchange offers, foreign private issuers, shelf registrations and other topics. | Legal Update: archive | 12-Aug-2010 |
| 66 | NY Court Finds Lenders May Rely on Borrower's ... An update on the New York Court of Appeals decision in DDJ Management, LLC v. Rhone Group LLC holding that lenders may reasonably rely on a borrower's representations and warranties about the accuracy of its unaudited financial statements. | Legal Update: archive | 25-Jun-2010 |
| 67 | In re CNX Gas: DE Chancery Court Revisits Proper Standard ... An update on the In re CNX Gas decision. Less than three weeks after the Cox Radio decision, the Delaware Court of Chancery revisits the appropriate standard of review for tender offers by controlling stockholders. | Legal Update: archive | 27-May-2010 |
| 68 | Landry's Amends Merger Agreement with Fertitta and ... An update on the announcement by Landry's Restaurants, Inc. that it has entered into an amendment to the merger agreement previously signed with Tilman J. Fertitta and has reached a partial settlement of the lawsuit pending in the Delaware Court of Chancery. | Legal Update: archive | 25-May-2010 |
| 69 | Binks v. DSL.net, Inc.: DE Chancery Court Applies Revlon Test ... An update on a decision of the Delaware Court of Chancery in which the court applied a Revlon duty analysis to a board's decision to authorize the issuance of convertible debt instead of opting for bankruptcy. | Legal Update: archive | 11-May-2010 |
| 70 | In re Cox Radio: DE Chancery Court Confirms "Pure ... An update on the decision of the Delaware Chancery Court confirming that the standard of review of tender offers by controlling stockholders follows In re Pure Resources, Inc., not Kahn v. Lynch. | Legal Update: archive | 10-May-2010 |
| 71 | FTC Extends Deadline for Comments on Proposed Horizontal ... An update on the FTC's extension of the deadline for public comments on the proposed revisions to its Horizontal Merger Guidelines. | Legal Update: archive | 06-May-2010 |
| 72 | International Competition Network Adopts Recommended ... An update on the adoption by the International Competition Network of "Recommended Practices" for substantive merger analysis by antitrust regulators. | Legal Update: archive | 03-May-2010 |
| 73 | FTC Proposes Changes to Horizontal Merger Guidelines An update on the FTC releasing a proposed revision of its Horizontal Merger Guidelines. | Legal Update: archive | 20-Apr-2010 |
| 74 | Appeal Filed in Selectica's Poison Pill Case An update on the appeal of the Delaware Chancery Court's decision upholding Selectica's adoption and activiation of its NOL poison pill and its adoption of a reset poison pill. | Legal Update: archive | 08-Apr-2010 |
| 75 | Reverse Break-up Fees, Specific Performance and Risk ... An update on the different ways buyers and sellers have allocated pre-closing risk in recent public mergers. | Legal Update: archive | 04-Mar-2010 |
| 76 | Delaware Court of Chancery Upholds Selectica's NOL Poison ... An update on the Delaware Court of Chancery's holding that Selectica's adoption and activation of its NOL poison pill and the adoption of a reset poison pill were valid exercises of the business judgment of its board of directors. | Legal Update: archive | 02-Mar-2010 |
| 77 | Department of Justice Settles Premerger "Gun Jumping" Case An update on the January 21, 2010 settlement among the Department of Justice, Smithfield Foods and Premium Standard Farms relating to illegal premerger business coordination. | Legal Update: archive | 26-Jan-2010 |
| 78 | 51 Law Firms Issue Interpretative Paper on NY's New Power ... An update on a white paper issued by 51 law firms analyzing issues related to amendments to the New York power of attorney law. | Legal Update: archive | 25-Jan-2010 |
| 79 | Amirsaleh: Chancery Court Finds No Breach of Implied ... An update on the Delaware Chancery Court's ruling that shortcomings in a process for accepting late election notices in a merger did not constitute a breach of the implied covenant of good faith and fair dealing. | Legal Update: archive | 21-Jan-2010 |
| 80 | FTC Revises Thresholds for Premerger Notification and ... An update on the FTC's revised thresholds for premerger notification and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and for the prohibition of interlocking directorates under Section 8 of the Clayton Act. | Legal Update: archive | 20-Jan-2010 |
| 81 | Delaware Chancery Court Adopts Voluntary Arbitration Rules ... An update on the Delaware Court of Chancery's new voluntary arbitration rules for certain business disputes. | Legal Update: archive | 19-Jan-2010 |
| 82 | NY Court Finds Confidentiality Stamp, Oral Agreement ... An update on a New York appellate court decision in Edelman v. Starwood Capital Group, holding that a confidentiality stamp and an oral agreement were insufficient to protect proprietary information compiled in the course of a proposed acquisition that was later abandoned. | Legal Update: archive | 14-Jan-2010 |
| 83 | Private Equity in 2009: A Year of Transition An update on the year in private equity buyouts of public companies and a look ahead toward 2010. | Legal Update: archive | 06-Jan-2010 |
| 84 | New Focus on MAC Definitions in Recent Notable ... An update on notable definitions of material adverse change in two recent M&A transactions. | Legal Update: archive | 17-Dec-2009 |
| 85 | Delaware Court of Chancery Confirms Contractual Rights in ... An update on the Delaware Court of Chancery's recent bench decision enforcing the confidentiality, exclusivity and good-faith provisions of a letter of intent. | Legal Update: archive | 10-Dec-2009 |
| 86 | Delaware Court of Chancery Rejects Minority Stockholders' ... An update on the Delaware Court of Chancery's decision to deny the petition of certain minority stockholders that improperly demanded their appraisal rights. | Legal Update: archive | 10-Dec-2009 |
| 87 | Go-shops, Matching Rights and Break-up Fees in Coffee ... An update on the takeover battle between Green Mountain Coffee Roasters, Inc. and Peet's Coffee & Tea, Inc. to acquire Diedrich Coffee, Inc. | Legal Update: archive | 09-Dec-2009 |
| 88 | SEC Issues Interpretation on Lock-Up Agreements in Third ... An update on an SEC compliance and disclosure interpretation (C&DI) permitting acquiring companies, in certain circumstances, to execute lock-up agreements before filing registration statements. | Legal Update: archive | 17-Nov-2009 |
| 89 | Reverse Break-up Fees: Pharmaceutical Sector An update on the closing of the Merck/Schering-Plough merger and the use of reverse break-up fees to address financing risk. | Legal Update: archive | 04-Nov-2009 |
| 90 | SEC Publishes Fees for Fiscal Year 2010 An update on the SEC's publication of Fee Rate Advisory #3 for Fiscal Year 2010. | Legal Update: archive | 02-Nov-2009 |
| 91 | In re John Q. Hammons Hotels: Chancery Court Examines ... An update on the Delaware Court of Chancery's discussion of when entire fairness is the appropriate standard of review in a transaction involving a controlling stockholder. | Legal Update: archive | 05-Oct-2009 |
| 92 | Sixth Circuit Court of Appeals Holds that a Merger Can Result ... An update on a recent holding by the Sixth Circuit Court of Appeals that a merger can result in an improper transfer of a non-assignable intellectual property license. | Legal Update: archive | 02-Oct-2009 |
| 93 | Merck Shareholders Approve Merger with Schering-Plough An update on the proposed merger between Merck and Schering-Plough. | Legal Update: archive | 10-Aug-2009 |
| 94 | Delaware Chancery Court Denies Motion to Dismiss Claim of ... An update on the Delaware Chancery Court's opinion finding a reasonable inference of a breach of the duty of loyalty of a controlling stockholder and board of directors, based in part on the board's effective waiver of receipt of a reverse break-up fee. The court also found that a failure to install a poison pill in the face of an obvious threat to the corporation could support a reasonable inference of a breach of duty of loyalty. | Legal Update: archive | 04-Aug-2009 |
| 95 | Delaware Chancery Court Dismisses Challenge Against ... An update on a Delaware Chancery Court decision following Lyondell Chemical Co. v. Ryan granting the defendant directors' motion to dismiss and finding they had properly discharged their Revlon duties in a change-of-control transaction. | Legal Update: archive | 04-Aug-2009 |
| 96 | Wyeth Stockholders Approve Merger with Pfizer An update on the merger between Wyeth and Pfizer. | Legal Update: archive | 21-Jul-2009 |
| 97 | Huntsman Reaches Settlement With Banks in Hexion Merger ... An update on litigation related to the terminated merger agreement between Huntsman Corporation and Hexion Specialty Chemicals, Inc. | Legal Update: archive | 23-Jun-2009 |
| 98 | Delaware Supreme Court Affirms Chancery Court's Dismissal ... An update on the Delaware Supreme Court's decision to affirm the dismissal of the complaint filed by Alliance Data Systems against Blackstone. | Legal Update: archive | 19-Jun-2009 |
| 99 | Huntsman to Take on Credit Suisse, Deutsche Bank in Texas ... An update on the impending court battle between chemical maker Huntsman and two investment banks over the failed leveraged buyout of Huntsman. | Legal Update: archive | 15-Jun-2009 |
| 100 | Antitrust Division Announces Move to More Aggressive ... An update on the Department of Justice Antitrust Division's approach to enforcement under Section 2 of the Sherman Act. | Legal Update: archive | 12-May-2009 |
| 101 | Texas Court Allows Huntsman to Sue Banks Over Failed ... An update on a Texas court granting Huntsman the right to sue Deutsche Bank and Credit Suisse over Hexion's failed takeover. | Legal Update: archive | 12-May-2009 |
| 102 | Selectica Poison Pill Trial Begins in Delaware This is an update on the status of litigation over the implementation of Selectica's poison pill rights plan. | Legal Update: archive | 27-Apr-2009 |
| 103 | Pulte and Centex to Merge to Create Largest Homebuilding ... An update on the announcement by Pulte Homes, Inc. (Pulte) and Centex Corporation (Centex) that their boards of directors have approved a merger agreement under which Pulte and Centex will combine in a stock-for-stock transaction valued at $3.1 billion. | Legal Update: archive | 08-Apr-2009 |
| 104 | Dow Completes Acquisition of Rohm and Haas An update on the closing of the acquisition of Rohm and Haas Company by The Dow Chemical Company. | Legal Update: archive | 02-Apr-2009 |
| 105 | Delaware Supreme Court Reverses Chancery Court on ... An update on the Delaware Supreme Court's reversal of a Chancery Court decision relating to the class action suit against Lyondell Chemical Company directors. | Legal Update: archive | 26-Mar-2009 |
| 106 | Roche and Genentech Reach Friendly Deal An update on the status of the proposed acquisition of Genentech Inc. by Roche Holding AG. | Legal Update: archive | 12-Mar-2009 |
| 107 | Dow Chemical and Rohm and Haas Negotiate Settlement to ... This is an update on the status of the proposed acquisition of Rohm and Haas Company by The Dow Chemical Company. | Legal Update: archive | 09-Mar-2009 |
| 108 | Merck and Schering-Plough Agree to Merge This is an update on the proposed merger between Merck & Co. Inc. and Schering-Plough Corporation. | Legal Update: archive | 09-Mar-2009 |
| 109 | SEC Issues New Fee Advisory for 2009 This is an update on a new fee rate advisory issued by the SEC for fiscal year 2009. | Legal Update: archive | 09-Mar-2009 |
| 110 | CF Industries Launches Exchange Offer for Terra Industries An update on the status of CF Industries Holdings, Inc.'s takeover bid for Terra Industries, Inc. | Legal Update: archive | 24-Feb-2009 |
| 111 | Genentech Directors Urge Stockholders to Reject Roche Deal An update on a letter sent to stockholders of Genentech by the directors of the company, urging a vote to reject a buyout offer from Roche for $86.50 a share. | Legal Update: archive | 24-Feb-2009 |
| 112 | FTC Adjusts Its Civil Penalties under HSR Act to Reflect ... An update on the FTC's increase in civil penalty amounts under the HSR Act to adjust for inflation. | Legal Update: archive | 09-Feb-2009 |
| 113 | Delaware Chancery Court Denies Dow's Bid to Delay Trial ... An update on the status of litigation relating to the pending The Dow Chemical Company (Dow Chemical) acquisition of Rohm and Haas Company (Rohm and Haas). | Legal Update: archive | 06-Feb-2009 |
| 114 | CF Industries' Attempt to Acquire Terra Industries Becomes ... An update on the status of CF Industries Holdings, Inc.'s takeover bid for Terra Industries, Inc. | Legal Update: archive | 05-Feb-2009 |
| 115 | Dow Chemical Files Answer to Rohm and Haas Complaint This is an update on the status of litigation relating to the pending The Dow Chemical Company (Dow Chemical) acquisition of Rohm and Haas Company (Rohm & Haas). | Legal Update: archive | 03-Feb-2009 |
| 116 | Roche Plans Hostile Bid for Genentech An update on Roche's hostile takeover bid for Genentech, Inc. | Legal Update: archive | 02-Feb-2009 |
| 117 | Delaware Supreme Court Rules on Shareholder Ratification ... An update on a decision by the Delaware Supreme Court on the applicability of shareholder ratification of certain board actions and on the duties of officers. | Legal Update: archive | 30-Jan-2009 |
| 118 | Counterclaims Filed in Litigation Relating to Selectica Poison ... This is an update on the status of litigation over the implementation of Selectica's poison pill rights plan. | Legal Update: archive | 26-Jan-2009 |
| 119 | Pfizer Agrees to Acquire Wyeth This is an update on the proposed acquisition of Wyeth by Pfizer Inc | Legal Update: archive | 26-Jan-2009 |
| 120 | Rohm and Haas Company Sues The Dow Chemical ... This is an update on the status of the acquisition of Rohm and Haas Company by The Dow Chemical Company and litigation filed by Rohm and Haas relating to alleged delays by Dow Chemical. | Legal Update: archive | 26-Jan-2009 |
| 121 | DE Chancery Court Dismisses Alliance's Claim Against ... An update on the Delaware Chancery Court's dismissal of a complaint by Alliance Data Systems against Blackstone due to a failure to plead a viable claim. | Legal Update: archive | 16-Jan-2009 |
| 122 | Intentional Triggering of Selectica's Poison Pill An update on the intentional triggering of the poison pill of Selectica, Inc. | Legal Update: archive | 16-Jan-2009 |
| 123 | Citi Spins off Smith Barney to Joint Venture with Morgan ... An update on the new joint venture between Citi and Morgan Stanley to create a leading wealth managment business under the name Morgan Stanley Smith Barney. | Legal Update: archive | 14-Jan-2009 |
| 124 | Landry's Deal Dies Over Disclosure of Commitment Letter An update on the cause of the termination of Landry's Restaurants, Inc.'s going private transaction. | Legal Update: archive | 13-Jan-2009 |
| 125 | Revised Thresholds for Hart-Scott-Rodino Act Will Take Effect ... An update on the effective date of revised thresholds published by the Federal Trade Commission for the pre-M&A notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). | Legal Update: archive | 13-Jan-2009 |
| 126 | FTC Revises Thresholds for Prohibition of Interlocking ... An update on the Federal Trade Commission's revised thresholds for the prohibition of interlocking directorates under Section 8 of the Clayton Act. | Legal Update: archive | 12-Jan-2009 |
| 127 | FTC Adjusts Its Civil Penalties under HSR Act to Reflect ... An update on the FTC's increase in civil penalty amounts under the HSR Act to adjust for inflation. | Legal Update: archive | 09-Jan-2009 |
| 128 | FTC Announces Revised Thresholds for Hart-Scott-Rodino ... An update on the approval by the Federal Trade Commission of revised thresholds for the pre-M&A notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). | Legal Update: archive | 06-Jan-2009 |
| 129 | Huntsman Terminates Merger with Hexion and Settles ... An update on the status of the Hexion/Huntsman merger and the settlement of related litigation in Delaware court. | Legal Update: archive | 15-Dec-2008 |
| 130 | NY Supreme Court Dismisses Investor Lawsuits Over Bear ... An update on the class action lawsuits over Bear Stearns' sale to JPMorgan Chase & Co. | Legal Update: archive | 05-Dec-2008 |
| 131 | Shareholders Approve the Bank of America and Merrill Lynch ... An update on the merger between Bank of America and Merrill Lynch. | Legal Update: archive | 05-Dec-2008 |
| 132 | FTC Issues Update of Horizontal Merger Investigations Data An update on the Federal Trade Commission's release of a report on its horizontal merger investigations from 1996-2007. | Legal Update: archive | 02-Dec-2008 |
| 133 | Fed Approves Bank of America's Acquisition of Merrill Lynch An update on the Federal Reserve Board's approval of Bank of America's acquisition of Merrill Lynch. | Legal Update: archive | 02-Dec-2008 |
| 134 | Ninth Circuit Court of Appeals Dismisses 10b-5 Claims ... An update on the Ninth Circuit Court of Appeals dismissal of 10b-5 claims against InVision Technologies, Inc. The claims were based on misstatements in a merger agreement filed with the SEC as an exhibit to InVision's annual report on Form 10-K. | Legal Update: archive | 01-Dec-2008 |
| 135 | Final Regulations Implementing FINSA Published in the ... Notice that the final regulations implementing the Foreign Investment and National Security Act of 2007 have been published in the Federal Register. | Legal Update: archive | 21-Nov-2008 |
| 136 | Treasury Department Issues Final Regulations Implementing ... This is a summary of the final regulations issued by the Treasury Department that implement the Foreign Investment and National Security Act. | Legal Update: archive | 17-Nov-2008 |
| 137 | Google Terminates Proposed Venture With Yahoo This is an update on the status of the proposed transaction between Yahoo! Inc. and Google Inc. | Legal Update: archive | 05-Nov-2008 |