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Documents on Mergers And Acquisitions
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|A New Foreign Investment Regime Is Arising: Comments on the Draft PRC Foreign Investment Law|
Patrick H. Hu, H. John Kao, Ian M. Liao, Peilin Liu, Jessie Chenghui Tang; Jones Day;
June 1, 2015, previously published on May 2015On January 19, 2015, the PRC Ministry of Commerce ("MOFCOM") issued the draft PRC Foreign Investment Law (the "Draft Law") for public comments. The Draft Law, if and when enacted, would repeal and replace the three existing laws on foreign investment: (i) the Chinese-Foreign...
|Moving On: A Retreat from Post-Financial Crisis Scrutiny of M&A Deals|
May 28, 2015, previously published on May 2015Shareholder lawsuits have long been a staple of M&A transactions, but the number of lawsuits challenging M&A transactions has exploded in the aftermath of the Financial Crisis. Commonly cited studies show that shareholder lawsuits have more than doubled since 2007,2 the year before the financial...
|M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors|
William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
May 25, 2015, previously published on May 18, 2015On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the plaintiffs are unable to plead facts establishing that the directors...
|Cybersecurity In M&A Transactions|
Borden Ladner Gervais LLP;
May 13, 2015, previously published on April 24, 2015Firms engaged in mergers and acquisitions need to ensure from the outset that their communications are taking place in a cyber-secure environment. Online data rooms are rich targets for cyber criminals. The flow of information between buyers, targets and their consultants is particularly tempting,...
|Mergers and Acquisitions Involving Canadian REITs|
William (Bill) Gorman, Chat Ortved, Stephen Pincus; Goodmans LLP - Toronto;
May 12, 2015, previously published on March 30, 2015The period from 2010 through 2014 was a very active one in the Canadian REIT sector. During this time, 30 new REITs completed their initial public offerings and/or listed on a Canadian stock exchange, and a number of Canadian REITs merged with other REITs or were taken private. For 2015, with...
|Preparation for 2014 Fiscal Year-End SEC Filings and 2015 Annual Shareholder Meetings|
Megan N. Gates, Pamela B. Greene; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
April 14, 2015, previously published on February 3, 2015As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (the “SEC”) and their annual shareholder meetings. This...
|Significant Changes to Canada's Foreign Investment Review Process|
Adam S. Goodman, Sandy Walker, Barry Zalmanowitz; Dentons Canada LLP;
April 13, 2015, previously published on March 31, 2015On March 25, 2015, the Government of Canada announced significant amendments to the Investment Canada Act, including changes to the thresholds for review, to the disclosure requirements associated with notification and review filings, and to the timeline for reviews of investments that may be...
|A Primer on FCPA Due Diligence in Cross-Border M&A Transactions: Avoiding Legal and Business Risks|
Maria Luisa Canovas, Nicholas E. Rodriguez; Jones Day;
April 10, 2015, previously published on March 2015The due diligence process is a critical underpinning of a successful M&A transaction that cannot be overlooked. Given the enactment of new anti-corruption laws in Latin America and the intensified enforcement of the (“FCPA”) in the U.S., prospective acquirers are increasingly utilizing...
|From the Non-U.S. Perspective: Legal Risks in the U.S.|
Nancy Yamaguchi; Withers Bergman LLP/Withers LLP;
April 1, 2015, previously published on March 23, 2015From the foreign investor or buyer’s perspective, one of their top concerns in doing deals in the U.S. is the sheer number of lawsuits, especially frivolous litigation that can be both time consuming and costly,  which drives down the value of the target company and ultimately may become a...
|Huff Fund Investment Partnership v. CKx, Inc.: Delaware Supreme Court Affirms Chancery Court’s Appraisal Decision that Merger Price Was the Best Indicator of Fair Value and Statutory Interest Could Not be Tolled with a Proffer of Consideration|
Francis J. Aquila, Audra D. Cohen, H. Rodgin Cohen, Mitchell S. Eitel, Brian T. Frawley; Sullivan & Cromwell LLP;
March 31, 2015, previously published on February 18, 2015On February 12, 2015, the Delaware Supreme Court affirmed in full (without an opinion) the Chancery Court’s decision in Huff Fund Investment Partnership v. CKx, Inc. (VC Glasscock), an appraisal case in which the Chancery Court held that (i) the merger price was the best indicator of fair...