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Articles on mergers acquisitions
Articles on mergers acquisitions
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![]() | Reorganizing Your Subsidiaries? Pay Me Again For That Software! Mark D. Simpson, Scott D. Patterson; Saul Ewing LLP; October 26, 2009, previously published on October 2009 A recent opinion from the U.S. Court of Appeals for the Sixth Circuit (Cincom Systems Inc. v. Novelis Corp., ___ F.3d ___, 92 U.S.P.Q.2d 1085 (6th Cir. 2009), serves as a strong reminder to those structuring and evaluating mergers, acquisitions, and even internal corporate reorganizations to... |
![]() | TSX to Require Shareholder Approval for Dilutive Public Company Acquisitions Matthew W. Cockburn, Sharon C. Geraghty; Torys LLP; September 28, 2009, previously published on September 28, 2009 The Toronto Stock Exchange has amended its rules to require listed companies to obtain shareholder approval when acquiring another public company if the transaction involves issuing more than 25% of the listed company's outstanding shares (on a non-diluted basis). While TSX originally proposed a... |
![]() | DOJ/FTC to Review U.S. Horizontal Merger Guidelines Kathryn M. Fenton, J. Bruce McDonald; Jones Day; September 26, 2009, previously published on September 2009 Today the U.S. Department of Justice and the Federal Trade Commission announced that they would seek public comment and hold joint public workshops to explore possible updates to the Horizontal Merger Guidelines, which outline the antitrust agencies' merger enforcement policies. The Guidelines,... |
![]() | Delaware Decisions Reduce Hurdles to Defending D&O Claims Anjali C. Das; Wilson Elser Moskowitz Edelman & Dicker LLP; September 28, 2009, previously published on September 2009 A typical claim targeting directors and officers ("D&Os") in the context of a merger or acquisition is that the D&Os breached their fiduciary duties of care and loyalty by failing to get the best deal for shareholders. However, in a boon to D&Os and their insurers, several recent... |
![]() | OSC Signals Change of Approach to Poison Pills James C. Tory, Andrew Gray; Torys LLP; September 23, 2009, previously published on September 22, 2009 In its recent decision in Neo Material Technologies Inc., the Ontario Securities Commission has signalled that it may be changing its approach to poison pills and takeover bids. The result of the Neo decision is that the board of a target company may now be able to "just say no" to a... |
![]() | Ministry of Commerce Amends Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors Troutman Sanders LLP; September 14, 2009, previously published on September 10, 2009 The Ministry of Commerce ("MOFCOM") amends the Provisions on Mergers and Acquisitions ("M&A") of Domestic Enterprises by Foreign Investors ("Provisions") to make sure that the Provisions are consistent with the Anti-monopoly Law and the Provisions of the State Council... |
![]() | Mergers & Acquisitions 2009|10: Switzerland
Hansjürg Appenzeller, Fabienne Crisovan, Frank Gerhard; Homburger; September 14, 2009, previously published by This chapter was first published in the PLC Cross-border Mergers and Acquistions Handbook 2009/10 on 2009 The article focusses on the mergers and acquisitions aspects of market and regulation, pre-bids, announcing and making the offer, considerations, post-bids, target's response, tax and regulatory restrictions. |
![]() | Mergers & Acquisitions 2008/09: Switzerland
Frank Gerhard, Hansjürg Appenzeller, Fabienne Crisovan; Homburger; September 10, 2009, previously published by This article was first published in the PLC Cross-border Mergers and Acquisitions Handbook 2008/09 on 2008 The article focusses on swiss mergers and acquisitions concerning market and regulation, pre-bid, announcing and making the offer, consideration, post-bid, target's response, tax and regulatory restrictions. |
![]() | Law Note - Shareholder Vote for Public Company Acquisitions Denno Chen; Lang Michener LLP; September 15, 2009, previously published by Lang Michener LLP InBrief Fall 2009 on Fall 2009 The TSX is proposing to amend its Company Manual with reference to pubic company acquisitions. This comes in the wake of the Ontario Securities Commission's decision to overrule the Toronto Stock Exchange ("TSX") and to require HudBay Mineral Inc. to obtain shareholder approval to issue... |
![]() | Acquiring Producers: The Legal Basics Simon Williams, Richard Spiller; Edwards Angell Palmer & Dodge LLP; September 4, 2009, previously published on September 2009 A Producer is the colloquial name given to an insurance intermediary who generates business for insurers. A Producer can be any type of insurance intermediary; for example it might be an insurance broker acting as agent of the insured, placing business with insurers selected by the broker. It might... |







