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Documents on Mergers And Acquisitions
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|Jebel Ali Free Zone Companies Now Able to List on NASDAQ Dubai|
Dentons Canada LLP;
July 29, 2014, previously published on July 2, 2014Companies established in the Jebel Ali Free Zone (JAFZ) can now apply to list shares on NASDAQ Dubai.
|EU Competition Law: European Commission Imposes €20 Million Fine for Failing to Notify a Merger Under the EU Merger Regulation|
Sullivan Cromwell LLP;
July 28, 2014, previously published on July 24, 2014On 23 July 2014, the European Commission fined Marine Harvest ASA €20 million for failing to notify its acquisition of Morpol ASA in accordance with the EU Merger Regulation and closing the transaction prior to receiving the European Commission’s approval. This is the first time the...
|D.C. Circuit Decision in Ralls Corp. v. CFIUS May Provide a Peek Behind the Government’s CFIUS Curtain|
Raechel Keay Anglin, Rebecca S. Hartley, Carl A. Valenstein; Bingham McCutchen LLP;
July 25, 2014, previously published on July 21, 2014If the recent D.C. Circuit decision in Ralls Corp. v. Committee on Foreign Investment in the United States, et al., No. 13-5315 (D.C. Cir. July 15, 2014) stands, it may change the review process, if not the outcome, of reaching a Committee on Foreign Investments in the United States...
|European Commission Pushes Forward on Merger Review Expansion to Minority Acquisitions With a Competitive Link|
Davina Garrod; Bingham McCutchen (London) LLP;
July 25, 2014, previously published on July 21, 2014Controversial EC proposals to review certain acquisitions of non-controlling minority acquisitions are now out for consultation until 3 October 2014. The proposals, contained in a White Paper, come amidst continued opposition from businesses and the investor community, and are of particular concern...
|Court Finds CFIUS Violated Ralls Corporation’s Due Process Rights|
John M. Beahn, Joshua F. Gruenspecht, John P. Kabealo, Ivan A. Schlager, Malcolm J. Tuesley; Skadden, Arps, Slate, Meagher & Flom LLP;
July 19, 2014, previously published on July 17, 2014On July 15, 2014, the United States Court of Appeals for the District of Columbia remanded Ralls Corporation’s (Ralls) precedent-setting case against the Committee on Foreign Investment in the United States (CFIUS or the committee) and President Obama to district court for the enforcement of...
|European Commission Issues Merger Reform White Paper Regarding Minority Shareholdings and Member State Referrals|
Simon Baxter, Frederic Depoortere, Giorgio A.L. Motta, Ingrid E. Vandenborre, James S. Venit; Skadden, Arps, Slate, Meagher & Flom LLP;
July 17, 2014, previously published on July 9, 2014On July 9, 2014, the European Commission published its proposal (White Paper) outlining the approach it intends to adopt with respect to the application of the EU Merger Regulation (EUMR) to the acquisition of minority shareholdings. The White Paper also sets out proposals to streamline the member...
|Don’t Leave It Out of Your Earn-Out - Delaware Court of Chancery Addresses Implied Covenant of Good Faith and Fair Dealing in the Context Contingent Purchase Price Provisions|
Jennifer Brady, Kenneth A. Gerasimovich; Greenberg Traurig, LLP;
July 15, 2014, previously published on June 26, 2014When negotiations over the purchase price in a business acquisition hit an impasse, an earn-out may be a useful device to bridge the gap between the buyer and seller. Under an earn-out provision, a portion of the purchase price is paid post-closing based on the future performance of the acquired...
|M&A Update | Inversions: The View from Ireland|
Christopher T. Cox, Paul Dunbar, Linda Z. Swartz, James C. Woolery; Cadwalader, Wickersham & Taft LLP;
July 15, 2014, previously published on July 7, 2014On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding foreign direct investment in Ireland and, specifically, the recent...
|Delaware Supreme Court: Controller Buyout Mergers can now be Reviewed under Business Judgment Rule|
Clifford E. Neimeth; Greenberg Traurig, LLP;
July 14, 2014, previously published on June 26, 2014In a significant case of first impression, the Delaware Supreme Court, in Kahn v. M&F Worldwide Corp. (M&F Worldwide), No. 334, 2013 (Del. Mar. 14, 2014), unanimously affirmed that a controller’s buyout of its subsidiary in a negotiated merger is entitled to judicial review under the...
|The Landmark Tsilhqot’in Nation Decision: What it Means for Project Developers in Canada|
Laura Easton, Heather L. Treacy; Davis LLP;
July 11, 2014, previously published on July 3, 2014On June 26, 2014, the Supreme Court of Canada (the “Court”) issued a landmark ruling in the area of aboriginal law with its decision in Tsilhqot’in Nation v British Columbia, 2014 SCC 44 (the “Decision”). The Court declared that the Tsilhqot’in Nation, a...