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|U.S. Federal Trade Commission and Justice Department Report on Merger Enforcement|
Kathryn M. Fenton, Michael H. Knight, Bevin M.B. Newman, Pamela L. Taylor, Molly M. Wilkens; Jones Day;
August 26, 2015, previously published on August 2015The Federal Trade Commission ("FTC") and Department of Justice ("DOJ") have released their annual Hart-Scott-Rodino ("HSR") Report, which details the agencies' merger review and enforcement for fiscal year 2014, which runs from October 1, 2013, to September 30, 2014....
|Importance of Risk Management Due Diligence in M&A Transactions|
Edwin J. Broecker; Taft Stettinius & Hollister LLP;
August 17, 2015, previously published on August 13, 2015A recent SEC disclosure by Vantage Drilling Company (“Vantage”) underscores the importance of thorough due diligence in the context of corporate mergers and acquisitions. Vantage, an oil and gas contractor based in Houston, acquired some drilling vessels from Hsin-Chi Su, a Chinese...
|SEC Adopts Pay Ratio Rule|
Adam C. Berkaw, Stephen P. Coolbaugh, James E. O'Bannon, Kimberly J. Pustulka; Jones Day;
August 11, 2015, previously published on August 2015On August 5, 2015, the SEC adopted the pay ratio disclosure rule, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This new rule comes more than five years after Dodd-Frank was enacted and after thousands of comment letters from companies, trade...
|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,...