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|Canadian SPACS Ride the Lightning - Summer 2015|
William J. E. Jones, Jonathan Poirier, Manoj Pundit, Jason M. Saltzman; Borden Ladner Gervais LLP;
June 26, 2015, previously published on June 24, 2015The Canadian capital markets are abuzz with optimism around the development and proliferation of the SPAC program in 2015. On June 22, 2015, the TSX hosted an information session on the SPAC program with panels on the Canadian experience to date contrasted with the US SPAC experience. The programme...
|Harm to Potential Competition Triggers FTC Merger Challenge|
Farrah Short, Bruce D. Sokler; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
June 17, 2015, previously published on June 2, 2015The Federal Trade Commission (“FTC” or “Commission”) filed an administrative complaint last week challenging the proposed $1.9 billion merger of Steris Corporation (“Steris”) and Synergy Health plc (“Synergy”), charging that the transaction would...
|IRS Mulls Change to Spinoff Rules|
William P. Mills, Richard M. Nugent, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
June 10, 2015, previously published on May 27, 2015In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum percentage of the companies’ assets. The official noted that the...
|A New Foreign Investment Regime Is Arising: Comments on the Draft PRC Foreign Investment Law|
Patrick H. Hu, H. John Kao, Ian M. Liao, Peilin Liu, Jessie Chenghui Tang; Jones Day;
June 1, 2015, previously published on May 2015On January 19, 2015, the PRC Ministry of Commerce ("MOFCOM") issued the draft PRC Foreign Investment Law (the "Draft Law") for public comments. The Draft Law, if and when enacted, would repeal and replace the three existing laws on foreign investment: (i) the Chinese-Foreign...
|Moving On: A Retreat from Post-Financial Crisis Scrutiny of M&A Deals|
May 28, 2015, previously published on May 2015Shareholder lawsuits have long been a staple of M&A transactions, but the number of lawsuits challenging M&A transactions has exploded in the aftermath of the Financial Crisis. Commonly cited studies show that shareholder lawsuits have more than doubled since 2007,2 the year before the financial...
|M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors|
William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
May 25, 2015, previously published on May 18, 2015On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the plaintiffs are unable to plead facts establishing that the directors...
|Cybersecurity In M&A Transactions|
Borden Ladner Gervais LLP;
May 13, 2015, previously published on April 24, 2015Firms engaged in mergers and acquisitions need to ensure from the outset that their communications are taking place in a cyber-secure environment. Online data rooms are rich targets for cyber criminals. The flow of information between buyers, targets and their consultants is particularly tempting,...
|Mergers and Acquisitions Involving Canadian REITs|
William (Bill) Gorman, Chat Ortved, Stephen Pincus; Goodmans LLP - Toronto;
May 12, 2015, previously published on March 30, 2015The period from 2010 through 2014 was a very active one in the Canadian REIT sector. During this time, 30 new REITs completed their initial public offerings and/or listed on a Canadian stock exchange, and a number of Canadian REITs merged with other REITs or were taken private. For 2015, with...
|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...