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Documents on Mergers And Acquisitions
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|Countdown to 1 April: UK Merger Regime Changes|
Merlie Calvert, Kiran S. Desai, Julian Ellison, Gillian Sproul; Mayer Brown International LLP;
March 6, 2014, previously published on March 3, 2014Important changes to the UK merger regime from 1 April 2014 will affect the planning and implementation of UK M&A transactions.
|The Trend to Further Reform: Contemplated Changes to the Foreign Investment Laws In China|
Patrick H. Hu, H. John Kao, Ian M. Liao, Jessie Chenghui Tang, Liming Yuan; Jones Day;
March 5, 2014, previously published on February 2014On December 9, 2013, two years after the People's Republic of China made its 12th Five Year Plan for Foreign Capital Utilization and Overseas Investment, which aims to optimize the foreign investment regime in China, the PRC Ministry of Commerce ("MOFCOM") published a notice seeking...
|Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings|
Danielle Levine, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
March 3, 2014, previously published on February 25, 2014In Huff Fund Investment Partnership v. CKx, Inc., Civil Action No. 6844-VCG, 2014 WL 545958 (Del. Ch. Feb. 12, 2014) (Glasscock, V.C.), the Delaware Court of Chancery denied a request by respondent CKx, Inc. (“CKx”) to compel the petitioning stockholder to accept the tender of an...
|China Introduces Simplified Merger Review Provisions to Improve Process|
Simon Baxter, Frederic Depoortere, Andrew L. Foster; Skadden, Arps, Slate, Meagher & Flom LLP;
February 27, 2014, previously published on February 25, 2014Over the past several years, companies engaging in mergers, acquisitions and joint ventures have been subject to long and unpredictable competition reviews for transactions notified in China. Although China’s Anti-Monopoly Law (AML) prescribes an initial 30-calendar-day Phase I review period,...
|SEC No-Action Letter Allows Certain Kinds of “M&A Brokers” to Avoid Broker-Dealer Registration Under the Exchange Act|
Paul Bork, Dean F. Hanley, Steven Hollingsworth; Foley Hoag LLP;
February 26, 2014, previously published on February 24, 2014 On January 31, 2014, the SEC’s Division of Trading and Markets issued a significant no-action letter permitting the involvement of “M&A Brokers” in business acquisition transactions involving privately-held companies. The no-action letter means that the SEC Staff will not seek...
|China Moves Towards an Expedited Review for Mergers but Leaves Details Unclear|
Sébastien J. Evrard, Peter J. Wang, Yizhe Zhang; Jones Day;
February 26, 2014, previously published on February 2014China's Ministry of Commerce ("MOFCOM") has just published new rules that could pave the way for an expedited merger review procedure for transactions that do not raise competition law issues. Unfortunately, these rules do not reduce the amount of information to be provided for...
|Delaware Court of Chancery Applies Implied Covenant of Good Faith and Fair Dealing to Prohibit An Acquiring Entity From Diverting Revenues to Depress Payouts Under a Contingent Purchase Price Provision|
Bridget Russell, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
February 25, 2014, previously published on February 19, 2014In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a merger agreement’s contingent purchase price provision. The court held...
|Quebec Announces Measures to Deter Hostile Take-Overs|
Jonathan Feldman, Jonathan Lampe, Neill May, Anne McNulty; Goodmans LLP - Toronto;
February 25, 2014, previously published on February 24, 2014The Quebec government announced plans to move quickly to propose legislative amendments designed to better position Quebec companies to deter, and protect themselves from, unsolicited take-over bids. The government’s announcement, which also included proposed measures intended to increase the...
|Prepare Your Company for a Sale by Almost "Going Public"|
Susan E. Pravda; Foley & Lardner LLP;
February 25, 2014, previously published on February 20, 2014When rumors start swirling that a company is thinking about going public, two groups often come running. First to the front door are the investment bankers, who want to both take you to the IPO and represent you afterwards on secondary offerings, acquisitions and the like. Right behind the bankers...
|Don’t "Put" Yourself at Risk - Beware Of the Use of Put and Call Options|
Patrick Boucher; McCarthy Tétrault LLP;
February 24, 2014, previously published on February 14, 2014Canadian securities legislation provides that a take-over bid may be triggered when an offer to acquire outstanding voting or equity securities of a class of a public company is made to a person in a Canadian jurisdiction, where the securities subject to the offer, together with the offeror’s...