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Documents on Mergers And Acquisitions
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|The 2015 Proxy Season: Glass Lewis and ISS Canadian Proxy Voting Guidelines Updates|
Matthew Cumming, Jonathan R. Grant, Matthew Griffin, Ian C. Michael, Rene R. Sorell; McCarthy Tétrault LLP;
February 27, 2015, previously published on December 4, 2014With the 2015 Proxy Season close at hand, Glass, Lewis & Co., LLC (Glass Lewis) and Institutional Shareholder Services Inc. (ISS) recently released their updated Canadian proxy voting guidelines. Changes and clarifications have been made to their guidelines in such areas as advance notice...
|Japanese Corporate Governance Is Changing with the Adoption of a New Code in 2015|
Stephen J. DeCosse, Masayuki Horiike, Scott T. Jones, Ken Kiyohara, Yuki Yoshida; Jones Day;
February 26, 2015, previously published on February 2015In the past, Japan may not have enjoyed high scores in the area of corporate governance, but this may change soon. The "Japan Revitalization Strategy (Revised in 2014)," commonly known as the third arrow of the "Abenomics" (the economic policies advocated by Japanese Prime...
|Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners|
Alex Kuljis, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
February 25, 2015, previously published on February 20, 2015The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825 (Del. Ch. Jan. 5, 2015), and Merion Capital LP v. BMC Software,...
|Delaware Court of Chancery Rules to Invalidate Two Post-Closing Obligations in the Audax Merger|
Duane Morris LLP;
February 25, 2015, previously published on January 30, 2015The recent volume of court decisions affecting the merger and acquisition landscape is outpaced only by the recent volume of merger and acquisition deals. These court decisions underscore the significance of properly structuring mergers and new platform and add-on acquisitions alike in order to...
|Ambac Assurance Corp. v. Countrywide Home Loans, Inc.: New York Appellate Court Applies Common-Interest Privilege to Merger Parties’ Pre-Closing Communications; First Judicial Department Breaks With Other New York Courts and Applies Common-Interest Privilege to Communications not Related to Litigation|
Brian T. Frawley, Joseph B. Frumkin, Robert J. Giuffra, John L. Hardiman, William B. Monahan; Sullivan & Cromwell LLP;
February 17, 2015, previously published on December 10, 2014On December 4, 2014, the Appellate Division of the Supreme Court of New York, First Judicial Department (“First Department”), issued Ambac Assurance Corp. v. Countrywide Home Loans, Inc., a decision holding that parties to mergers or other transactions may, in some circumstances, assert...
|Mini-Tenders 201: Responding to Mini-Tender Offers|
Matthew Cumming, Shane C. D'Souza, Matthew Griffin; McCarthy Tétrault LLP;
February 6, 2015, previously published on November 14, 2014In our previous article, we introduced mini-tenders and discussed the factors that should be considered before launching a mini-tender offer. As a refresher, a mini-tender is an offer to purchase securities below the threshold that triggers regulatory rules for take-over bids. Such an offer is not...
|Crossing the M&A Finish Line when Selling Your Business|
Bryan C. Haynes; Bennett Jones LLP;
January 23, 2015, previously published on January 12, 2015In a trending discussion on Linkedin.com from the Business Succession Canada group, R. John Dolbec provides an excellent overview on selling a business and aptly likens the process to running a marathon (Selling Your Business is Like Running a Marathon). He describes the long and arduous process of...
|Judicial Review Application Preserved in Transfer Pricing Penalty Case|
Claire M.C. Kennedy; Bennett Jones LLP;
January 20, 2015, previously published on October 1, 2014A recent Federal Court of Appeal (FCA) case illustrates how contentious transfer pricing disputes can be ¿ even one a taxpayer believed had been resolved! It also represents a rare situation in which the taxpayer’s application for judicial review, alleging abuse on the part of the...
|Sound Legal Advice Can Strengthen Your Business|
Bryan C. Haynes; Bennett Jones LLP;
January 19, 2015, previously published on April 7, 2014In a recent article in The Globe and Mail, “Forget the fees, this is why businesses need sound legal advice,” Chris Griffiths discusses how sound legal advice can strengthen your business.
|Department of Commerce Mandatory Foreign Direct Investment Survey BE-13: Information Collection Related to Direct or Indirect Foreign Investment in the United States|
Giovanna M. Cinelli, Chad O. Dorr, Kenneth J. Nunnenkamp; Jones Day;
January 19, 2015, previously published on December 2014On November 26, 2014, the Department of Commerce, Bureau of Economic Analysis ("BEA" or "the Bureau") published a notice on the BEA website reinstating BE-13 Form: "Survey of New Foreign Direct Investment in the United States," after a false start in August 2014. This...