Legal Articles: Cadwalader, Wickersham & Taft LLP

 







Document(s) published by this organization: 101


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HTMLSupreme Court Holds That Sarbanes-Oxley Whistleblower Provision Applies To Employees Of Investment Advisers And Other Private Companies
William J. Foley, Jason M. Halper, Adam S. Lurie, Lambrina Mathews; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 20, 2014, previously published on March 18, 2014
On March 4, 2013, the Supreme Court issued an opinion with broad implications for mutual funds and certain other SEC-regulated companies that conduct business through or with privately-held entities (such as investment advisers and managers), as well as the private companies that do business with...

 

HTMLM&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections
Joshua Apfelroth, Jason M. Halper, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 20, 2014, previously published on March 17, 2014
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent special committee and a majority of the minority...

 

HTMLThe “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;
Legal Alert/Article
March 19, 2014, previously published on March 13, 2014
Delaware 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...

 

Adobe PDFHalliburton 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;
Legal Alert/Article
March 19, 2014, previously published on March 7, 2014
Securities 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...

 

HTMLTreasury Department Proposes To Expand Anti-Inversion Rules
Christopher T. Cox, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 19, 2014, previously published on March 11, 2014
The 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....

 

HTMLThird Circuit Upholds FERC Orders on PJM MOPR Revisions
Kenneth W. Irvin, Ryan Norfolk; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 11, 2014, previously published on February 26, 2014
Recently, 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...

 

HTMLFTC Continues Antitrust Focus on Health Care Sector With Upcoming Two-Day Health Care Competition Workshop
Cadwalader Wickersham Taft LLP;
Legal Alert/Article
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...

 

HTMLRevised 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;
Legal Alert/Article
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”...

 

HTMLDelaware 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;
Legal Alert/Article
February 21, 2014, previously published on February 19, 2014
A 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...

 

HTMLChina’s Simplified Merger Review Program May Significantly Reduce Wait Times for Certain Global Transactions
Cadwalader Wickersham Taft LLP;
Legal Alert/Article
February 21, 2014, previously published on February 19, 2014
On 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...

 


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