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|Brazil Update: Capital Gains Tax Developments and Adoption of the Hague Apostille Convention|
S. Wade Angus, Marcello Hallake, Sanjiv K. Kapur, Luis Riesgo; Jones Day;
February 4, 2016, previously published on January 2016Two recent legal developments in Brazil are included in this Alert: a decision by the Brazilian Federal Revenue Service confirming that any increased capital gains rates approved by Congress in 2016 will not take effect until 2017, and Brazil's adoption of the Hague Apostille Convention, which will...
|Highlights from 2015 and Implications for 2016|
Joshua Apfelroth, Lindsey Kister, Gregory A. Markel, Braden McCurrach, William P. Mills; Cadwalader, Wickersham & Taft LLP;
January 29, 2016, previously published on January 19, 2016A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond.
|Lessons from the Suncor-Canadian Oil Sands Shareholder Rights Plan Decision|
J. Paul D. Barbeau, Brent W. Kraus, Katie Miller, Alan Rankine; Bennett Jones LLP;
January 4, 2016, previously published on December 17, 2015On December 14, 2015, the Alberta Securities Commission (ASC) released its much anticipated decision (the Decision, Re Suncor Energy Inc., 2015 ABASC 984) concerning the 120-day shareholder rights plan adopted by Canadian Oil Sands Limited (COSL) in response to the unsolicited take-over bid for...
|M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief|
Joshua Apfelroth, Lindsey Kister, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
December 29, 2015, previously published on December 15, 2015In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected the trial court’s characterization of financial advisors...
|"60 Day Bid, 120 Day Pill, 90 Day Decision... The Wisdom of Solomon or a Sign of Things to Come..."|
Kent D. Kufeldt, Warren B. Learmonth, Gordon G. Raman; Borden Ladner Gervais LLP;
December 28, 2015, previously published on December 1, 2015 In Suncor's hostile bid for Canadian Oil Sands, the target adopted a poison pill that required a 120 day deposit period consistent with the required deposit period in the proposed new take-over bid regime. When Suncor asked the Alberta Securities Commission (ASC) to cease trade the pill, the ASC...
|M&A Transactions on The Rise|
Michael Rainer; GRP Rainer LLP;
December 21, 2015, previously published on December 21, 2015M&A transactions are on the rise in Germany. According to a report published by Wirtschaftswoche, mergers and acquisitions have gone up by 5.9 per cent in the first three quarters of 2015.
|Home Field Advantage: Forum Selection By-Laws Emerging in Canada|
Gordon G. Raman, Jason M. Saltzman, Linda Tu; Borden Ladner Gervais LLP;
December 16, 2015, previously published on November 30, 2015Corporations in the United States have generally faced a litigious environment where shareholders are not shy in challenging boards on matters such as M&A transactions and compensation paid to executives. As a result, many U.S. corporations have amended their by-laws to include a provision that...
|Private Placement Permitted by Take-over Target|
Kent D. Kufeldt, Tom Ladner; Borden Ladner Gervais LLP;
December 7, 2015, previously published on November 24, 2015Take-over targets can complete private placements where they have a genuine need for financing, said the British Columbia Securities Commission in its recent decision (Re Red Eagle, 2015 BCSECCOM 401). On November 3, 2015, the BCSC released reasons for the Red Eagle decision and specifically...
|Saudi Arabia: New Companies Law 2015 Approved|
Ebrahim M. Al Habardi, Yusuf Giansiracusa, Thomas C. Mahlich, Marc O. Peisert, Edward H. Rose; Jones Day In Association With Alsulaim Alawaji & Partners;
November 27, 2015, previously published on November 2015The Saudi government recently unveiled a comprehensive update to the Saudi Companies Law that has been some time in the making. The new law will come into effect 150 days from the date of publication in the official gazette (Um Al-qura) and, when effective, will entirely replace the current...
|Areas of Unique Legal Concerns and Solutions in Device M&A|
Chester "Chet" J. Hosch; Burr & Forman LLP;
November 27, 2015, previously published on November 2015With medical device related acquisitions at all-time highs, and regulatory interest intense from the Federal Trade Commission, the Food and Drug Administration, the Securities and Exchange Commission, and the Office of Inspector General for the Department of Health and Human Services, acquiring...