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Documents on Mergers And Acquisitions
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|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...
|New York’s Nonprofit Revitalization Act: A Guide to the Law’s Key Provisions|
Anthony E. Hubbard, Daniel E. Wilcox; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
March 20, 2015, previously published on January 07, 2015Significant portions of the New York Nonprofit Revitalization Act (the “Revitalization Act” or the “Act”) went into effect in 2014. The Act represents the first overhaul in more than 40 years of laws applicable to nonprofit organizations that are incorporated and operate or...
|Vietnam’s New Investment Law Paves the Way for More M&A - No More Investment Certificates!|
Giles T. Cooper, Nhan T. Le, Manfred Otto; Duane Morris Vietnam LLC;
March 18, 2015, previously published on February 9, 2015Good news for M&A in Vietnam! Effective 1 July 2015, foreign investors won’t need to undergo lengthy investment certificate procedures when buying stakes in Vietnamese target companies. The change, introduced by the new Investment Law, will hopefully end years of uncertainty and frustration...
|Kaska Nation Announces Plans to Develop a New Resource Law in its Traditional Territory, While Yukon Government Extends Staking Prohibition in Ross River Area|
Stephanie Axmann, Selina Lee-Andersen; McCarthy Tétrault LLP;
March 16, 2015, previously published on February 4, 2015On January 27, 2015, the leaders of the Kaska Nation issued a news release and declaration announcing plans to develop a resource law and regulations (Kaska Resource Law). The introduction of the Kaska Resource Law is intended to provide clear direction to resource proponents seeking to operate in...
|Canadian Government Introduces Enhanced Corporate Social Responsibility Strategy for Resource Companies|
John W. Boscariol, Peter Brady, Meghan S. Bridges, David I.W. Hamer, Steven Molnar; McCarthy Tétrault LLP;
March 16, 2015, previously published on December 15, 2014On November 14, 2014, the Minister of International Trade announced Canada’s enhanced Corporate Social Responsibility (CSR) Strategy, “Doing Business the Canadian Way: A Strategy to Advance CSR in Canada’s Extractive Sector Abroad”. Like its predecessor, the CSR Strategy...
|M&A, Investment or Partnering Checklist for Medtech Companies|
David J. Dykeman, David C. Peck; Greenberg Traurig, LLP;
March 13, 2015, previously published on February 18, 2015Medical device titans are actively looking to acquire new technologies to treat unmet medical needs and drive market adoption. Larger medtech companies often view early-stage companies as outsourced R&D labs, and will pay a premium price for products that can drive future revenue. The larger the...