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Documents on Mergers And Acquisitions
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|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...
|What Startups Can Do Now to Avoid Due Diligence Problems|
Aaron B. Sokoloff; Procopio, Cory, Hargreaves & Savitch LLP;
March 31, 2015, previously published on March 2015The time between signing a term sheet and closing a financing can be an incredibly intense period for a startup. As part of the financing process, the company will typically have to provide copies of a wide range of company documents to the investor’s lawyers for due diligence review. The...
|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...
|U.S. FTC Revises Merger Challenge Rules: Automatic Stay of Administrative Litigation When Agency Loses Preliminary Injunction in Court|
Kathryn M. Fenton, Michael H. Knight, Paula W. Render, David P. Wales, Thomas D. York; Jones Day;
March 30, 2015, previously published on March 2015One important procedural difference between merger challenges by the U.S. Department of Justice and the Federal Trade Commission is that FTC may challenge a non-consummated merger through both a district court preliminary injunction and administrative litigation (Part 3 adjudication). Recent...
|Recent CFIUS Report Signals Longer Reviews, More Mitigation|
Chad O. Dorr, Laura L. Fraedrich, Chase David Kaniecki, Lindsey Michelle Nelson, Bevin M.B. Newman; Jones Day;
March 30, 2015, previously published on March 2015The Committee on Foreign Investment in the United States' ("CFIUS") recent annual report to Congress signals that the CFIUS review process may become a longer pole in the tent for corporate transactions involving the acquisition of sensitive U.S. businesses by foreign persons. Not only...
|AMF Now Requires Quebec Virtual Currency ATMs and Trading Platforms to be Licensed|
Ana Badour, Claire Gowdy, Marjolaine Hémond Hotte; McCarthy Tétrault LLP;
March 26, 2015, previously published on March 9, 2015In Quebec, a business that operates a virtual currency automated teller machine, such as a bitcoin ATM, or that provides a platform for trading virtual currencies, will now be required to obtain a license under the Money-Services Businesses Act (the “Act”). On February 12th, 2015, the...
|SEC Issues Guidance for Shorter Debt Tender Offers|
William P. Mills, Daniel F. Zimmerman; Cadwalader, Wickersham & Taft LLP;
March 25, 2015, previously published on February 04, 2015On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as opposed to the 20 business day period specified in Rule...