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Documents on Mergers And Acquisitions
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|Australian Takeovers Panel Releases Reasons for Decision but Fails to Clarify Valuation Disclosure Obligations of Target Company Directors|
Mark Crean, Brett Heading, Kai Luck; Jones Day;
May 10, 2016, previously published on April 2016Further to the Alert issued by Jones Day on 12 April 2016, the Australian Takeovers Panel ("Panel") released its Reasons for Decision ("Reasons") in the Metro Mining Limited and Gulf Alumina Limited matter on 15 April, 2016.
|U.S. DOJ Requires HSR Filing by Activist Investors, Rejecting Claim of "Passive Investment"|
James P. Dougherty, Lyle G. Ganske, Michael H. (Mike) Knight, Bevin M.B. Newman, Lizanne Thomas; Jones Day;
May 10, 2016, previously published on April 2016The Department of Justice has filed a lawsuit claiming that two ValueAct Capital funds violated the Hart-Scott-Rodino Act by acquiring over $2.5 billion of voting securities in two oilfield services companies, Halliburton and Baker Hughes, without filing an HSR notification with the federal...
|U.S. DOJ and FTC Promise Pentagon Aggressive Antitrust Enforcement in Defense Mergers|
Kathryn M. (Kathy) Fenton, Peter J. Love, Laura E. Malament, J. Bruce McDonald; Jones Day;
May 10, 2016, previously published on April 2016In September 2015, the Antitrust Division of the U.S. Department of Justice approved Lockheed Martin's $9 billion acquisition of Sikorsky Aircraft, without even issuing a Second Request. Though the Department of Defense supported the combination, DOD immediately issued a warning that it would not...
|The Changing Role of Australian Boards in Oversight of Corporate Culture|
Mark Crean, Tim L'Estrange; Jones Day;
April 26, 2016, previously published on April 2016The Australian Securities and Investments Commission's ("ASIC") recent crackdown on corporate culture, particularly focused on banks, has been fuelling much debate about the role of boards in the oversight of culture within an organisation. Some have accused ASIC of attempting to be the...
|Treasury Releases Significant Temporary Anti-Inversion Regulations and Proposed Earnings Stripping Regulations|
Andrew M. Eisenberg, Edward T. (Ed) Kennedy, Scott M. Levine, Robert A. (Bob) Profusek; Jones Day;
April 26, 2016, previously published on April 2016On April 4, 2016, the U.S. Treasury Department released two significant packages of U.S. federal tax regulations. T.D. 9761 contains temporary regulations primarily addressing the anti-inversion rules under section 7874 of the Internal Revenue Code, and REG-108060-15 contains proposed anti-earnings...
|Australian Takeovers Panel Decision Raises Uncertainty about the Valuation Disclosure Obligations of Target Company Directors|
Mark Crean, Brett Heading; Jones Day;
April 26, 2016, previously published on April 2016When faced with a takeover bid, the directors of the target company must make a crucial decision: If they believe the bid undervalues the shares of the company, what information should they disclose to shareholders?
|Considering an Asset Sale Transaction? Be Aware of Shareholder Approval Requirements|
Jennifer L. Asquin, Brent W. Kraus, William S. Osler; Bennett Jones LLP;
April 24, 2016, previously published on March 29, 2016In the current economic climate, many companies are seeking alternative means of accessing capital for their businesses, including selling assets when other means of financing may not be available. When considering an asset sale transaction, both buyers and sellers should ensure that the seller's...
|Mexico Introduces the First Single-Member Corporation: The Simplified Stock Corporation|
Antonio Franck C., Blanca Luévano Garcia, Fernando de Leo; Jones Day;
April 15, 2016, previously published on April 2016On March 14, 2016, the decree creating the Simplified Stock Corporation (Sociedad por Acciones Simplificada, or "SAS"), the first single-member corporation in Mexico, was published in the Federal Official Gazette.
|Unusual Antitrust Agencies’ Guidance on Defense Mergers|
Jeffrey P. Bialos, James R. McGibbon; Sutherland Asbill & Brennan LLP;
April 14, 2016, previously published on April 12, 2016The Department of Justice (Justice) and the Federal Trade Commission (FTC) today issued an unusual joint statement that highlighted their continued commitment to preserve defense industry competition by closely reviewing mergers and acquisitions in that sector, in cooperation with the Department of...
|Historic FCPA Settlement Reflects Increased Regulatory Focus on International Anticorruption Issues Arising from M&A Transactions|
Ryan J. Correia, Diana J. Nehro; Ogletree, Deakins, Nash, Smoak & Stewart, P.C.;
April 13, 2016, previously published on March 28, 2016Most employers already know that violating the Foreign Corrupt Practices Act of 1977 (FCPA) has serious consequences, including significant fines. Those potential fines just got even heavier. On February 18, 2016, the U.S. Securities and Exchange Commission (SEC) agreed to a $795 million global...