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Documents on Mergers And Acquisitions
 

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HTMLCanadian SPACS Ride the Lightning - Summer 2015
William J. E. Jones, Jonathan Poirier, Manoj Pundit, Jason M. Saltzman; Borden Ladner Gervais LLP;
Legal Alert/Article
June 26, 2015, previously published on June 24, 2015
The 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...

 

HTMLHarm to Potential Competition Triggers FTC Merger Challenge
Farrah Short, Bruce D. Sokler; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
June 17, 2015, previously published on June 2, 2015
The 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...

 

HTMLIRS Mulls Change to Spinoff Rules
William P. Mills, Richard M. Nugent, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
June 10, 2015, previously published on May 27, 2015
In 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...

 

HTMLA 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;
Legal Alert/Article
June 1, 2015, previously published on May 2015
On 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...

 

Adobe PDFMoving On: A Retreat from Post-Financial Crisis Scrutiny of M&A Deals
Jones Day;
Legal Alert/Article
May 28, 2015, previously published on May 2015
Shareholder 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...

 

HTMLM&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors
William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 25, 2015, previously published on May 18, 2015
On 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...

 

HTMLCybersecurity In M&A Transactions
Borden Ladner Gervais LLP;
Legal Alert/Article
May 13, 2015, previously published on April 24, 2015
Firms 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,...

 

Adobe PDFMergers and Acquisitions Involving Canadian REITs
William (Bill) Gorman, Chat Ortved, Stephen Pincus; Goodmans LLP - Toronto;
Legal Alert/Article
May 12, 2015, previously published on March 30, 2015
The 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...

 

HTMLPreparation 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.;
Legal Alert/Article
April 14, 2015, previously published on February 3, 2015
As 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...

 

HTMLSignificant Changes to Canada's Foreign Investment Review Process
Adam S. Goodman, Sandy Walker, Barry Zalmanowitz; Dentons Canada LLP;
Legal Alert/Article
April 13, 2015, previously published on March 31, 2015
On 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...

 


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