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|China’s New Foreign Investment Law: Implications for Restricted Industry Investments in China|
Rocky T. Lee; Cadwalader, Wickersham & Taft LLP;
March 26, 2015, previously published on March 13, 2015On January 19, 2015, the Ministry of Commerce (the “MOFCOM”) of the People’s Republic of China (the “PRC”) released a draft of a newly proposed Foreign Investment Law for public comment (the “New Law”). If the New Law is passed by the National...
|M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs|
William P. Mills, Richard M. Nugent; Cadwalader, Wickersham & Taft LLP;
March 26, 2015, previously published on March 16, 2015Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies completed REIT transactions last year, including cell tower company Crown Castle...
|Law Tips: Incorporation by Reference|
Dustin M. Paul; Vandeventer Black LLP;
March 25, 2015One of the most dangerous things a business can do is agree to contract terms that it has never read. Hidden in contracts may be a variety of provisions that could become expensive to a project or deal. Contracts may contain a forum selection clause requiring that suit be brought in another state....
|Looking Ahead: Law Commission Charity Law Consultation|
Paines Alison, Chris Priestley; Withers Bergman LLP;
March 25, 2015, previously published on March 24, 2015The Law Commission has published a consultation paper on specific legal matters relating to charities. Included, among other matters, are charity mergers and incorporations; insolvency; the powers of the Charity Commission and the Charity Tribunal; dispositions of charity land; the cy-près...
|SEC Issues Guidance for Shorter Debt Tender Offers|
William P. Mills, Daniel F. Zimmerman; Cadwalader, Wickersham & Taft LLP;
March 25, 2015, previously published on February 04, 2015On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as opposed to the 20 business day period specified in Rule...
|Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From Litigating Demand Futility In a Subsequent Derivative Action|
Alejandro E. Moreno, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 24, 2015, previously published on January 5, 2015In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior adverse determination concerning demand futility in derivative action brought...
|Delaware Supreme Court Confirms Chancery Court’s Broad Authority to Impose Use Restrictions on Information Obtained From Section 220 Books and Records Inspections|
John M. Landry, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 24, 2015, previously published on January 5, 2015In United Technologies Corp. v. Treppel, No. 127, 2014, 2014 Del. LEXIS (Del. Dec. 23, 2014), theDelaware Supreme Court held that the Delaware Court of Chancery is authorized regulate how stockholders use information obtained through books and records inspections under Section 220of the Delaware...
|Encouraging Creative and Innovative Thinking to Achieve Results for Clients|
E. Barney Robinson; Butler Snow LLP;
March 23, 2015, previously published on March 4, 2015As attorneys, non-attorney professionals and staff, we ultimately all have the same objective: by ethical means, achieve the best outcome for our clients, through hard work, creative thinking and dedication. The best outcome may not always be a “win,” whether it is a business or a...
|The Fifth Circuit Holds that a Corporation is Not a Person-At Least for Purposes of Insurance Coverage|
Michael L. Young; HeplerBroom LLC;
March 23, 2015, previously published on February 23, 2015Have you ever seen a corporation walk down the street? Or maybe you’ve shaken hands with a corporation lately? Perhaps you’ve witnessed a corporation do The Wiggle? Over two hundred years ago, Chief Justice Marshall wrote that a corporation is “an artificial being, invisible,...
|Court of Chancery Addresses Application of Fee-Shifting Bylaw|
Peter B. Ladig; Morris James LLP;
March 23, 2015, previously published on March 17, 2015The Rites of Spring are upon us: budding flowers, warmer temperatures, and a Delaware court issuing an important decision just before the annual Tulane Corporate Law Institute begins. This year the honor of issuing that decision fell to Chancellor Bouchard who issued his opinion in Strougo v....