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Documents on Mergers And Acquisitions
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|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...
|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...
|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...
|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...
|U.S. Supreme Court Finds Direct Copyright Liability for Subscriber-Directed Retransmissons of Over-the-Air Broadcasts|
Elisabeth A. Langworthy, Daniel C. Neustadt; Sutherland Asbill & Brennan LLP;
July 9, 2014, previously published on July 1, 2014The U.S. Supreme Court held last week that a service provider directly infringes a copyright owner’s exclusive performance right when it transmits to subscribers individualized streams of copyrighted works almost simultaneously to their broadcast over the air. Justice Stephen Breyer, writing...
|First-Half Activity Energizes US Capital Markets in 2014|
David J. Goldschmidt, Stacy J. Kanter, Phyllis G. Korff, Michael J. Zeidel; Skadden, Arps, Slate, Meagher & Flom LLP;
July 3, 2014, previously published on June 26, 2014The U.S. equity and debt markets experienced a strong first half of the year. In the first quarter, the U.S. IPO market was the busiest since 2000, more than doubling the number of IPOs from the same period last year. The second quarter was nearly as active, bringing the year-to-date total to 134...
|R v Karigar, 2014 ONSC 3093|
Dentons Canada LLP;
July 2, 2014, previously published on June 2, 2014For the first time in Canada, an individual has been sentenced to jail time for bribing a foreign public official. The three-year penitentiary sentence was handed down by the Ontario Court of Justice under the Corruption of Foreign Public Officials Act, SC 1998, c 34 (the “CFPOA”).
|China Blocks Global Shipping Alliance|
Sébastien J. Evrard, Peter J. Wang; Jones Day;
July 1, 2014, previously published on June 2014China's Ministry of Commerce ("MOFCOM") announced on 17 June 2014 that it had prohibited the P3 Alliance among three large shipping companies. This is only the second time in five years that MOFCOM has blocked a transaction under China's Anti-Monopoly Law ("AML").