Document(s) published by this organization: 97
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|The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable for Aiding and Abetting Breach of Fiduciary Duty|
Joshua Apfelroth, Jason M. Halper, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
March 19, 2014, previously published on March 13, 2014Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a post-trial opinion in In re Rural/Metro Corp. S’holders Litig., Vice...
|Treasury Department Proposes To Expand Anti-Inversion Rules|
Christopher T. Cox, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
March 19, 2014, previously published on March 11, 2014The Treasury Department, in its Fiscal Year 2015 Revenue Proposals (the “Green Book”), has proposed to significantly tighten Section 7874 of the Internal Revenue Code, effective January 1, 2015, reducing the ability of a U.S. corporation or partnership (each, a “U.S....
|Halliburton Co. v. Erica P. John Fund, Inc.: Assessing Possible Modifications to Basic And The Fraud-On-The-Market Theory|
Ryan J. Andreoli, William J. Foley, Jason M. Halper; Cadwalader, Wickersham & Taft LLP;
March 19, 2014, previously published on March 7, 2014Securities class action lawsuits have long been a fact of life for public companies traded on a U.S. exchange. Since 1997, plaintiffs have filed more than 3,200 securities fraud lawsuits that have resulted in approximately $75 billion in settlements. The threat posed by such suits has been cited as...
|Third Circuit Upholds FERC Orders on PJM MOPR Revisions|
Kenneth W. Irvin, Ryan Norfolk; Cadwalader, Wickersham & Taft LLP;
March 11, 2014, previously published on February 26, 2014Recently, the U.S. Court of Appeals for the Third Circuit upheld FERC’s 2011 orders accepting revisions to PJM’s Minimum Offer Price Rule (“MOPR”) that, among other things, removed the mitigation exemption for resources being developed in response to a state mandate to...
|FTC Continues Antitrust Focus on Health Care Sector With Upcoming Two-Day Health Care Competition Workshop|
Cadwalader Wickersham Taft LLP;
March 3, 2014, previously published on February 21, 2014 The Federal Trade Commission (“FTC”) recently announced that it will be hosting a two-day workshop in Washington, DC on March 20-21 to examine competition issues related to current developments in the U.S. health care industry. According to the FTC’s press release, the goal of...
|Revised LMA Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims) - ‘the Plainer English Version’|
Louisa Watt, Ryan Williams; Cadwalader, Wickersham & Taft LLP;
March 3, 2014, previously published on February 25, 2014 The Loan Market Association (“LMA”) recently produced a revised version of the LMA Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims) (the “Revised Terms and Conditions”) following the conclusion of a “Plainer English”...
|China’s Simplified Merger Review Program May Significantly Reduce Wait Times for Certain Global Transactions|
Cadwalader Wickersham Taft LLP;
February 21, 2014, previously published on February 19, 2014On February 12, 2014, China’s Ministry of Commerce (“MOFCOM”) announced the implementation of its simplified merger-review program. Similar to the EU’s “Short Form CO,” under the new rules, transactions meeting certain thresholds will qualify for a so-called...
|Delaware Court Allows Claims for Breach of Implied Good Faith Covenant in Earn-Out Case|
Joshua Apfelroth, Jason M. Halper, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
February 21, 2014, previously published on February 19, 2014A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a different subsidiary of the buyer, thereby denying the business the...
|A Materially Different View on Pre-deal Research Reports in Hong Kong IPOs|
David E. Neuville; Cadwalader, Wickersham & Taft LLP;
February 17, 2014, previously published on February 13, 2014As financial markets globalize, particular markets have increasing opportunities to shape themselves by adopting processes, concepts and regulatory frameworks borrowed from other markets. Given their highly-developed nature, United States capital markets feature many aspects that have been mimicked...
|Takeaways from Government Victories in Recent Antitrust Merger Trials|
Andrew J. Forman, Daniel Howley, Jonathan S. Kanter, Charles F. Rule, Eric Sega; Cadwalader, Wickersham & Taft LLP;
February 10, 2014, previously published on February 3, 2014 Recent government victories in the antitrust challenges to the consummated mergers of Bazaarvoice/PowerReviews and St. Luke’s/Saltzer are the latest in a string of trial successes by the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”),...