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HTMLFederal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 15, 2014, previously published on November 6, 2014
The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile bid to acquire Allergan.

 

HTMLNo Control, No Conflict, No Problem
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 15, 2014, previously published on October 31, 2014
On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest stockholder with a 33.7% stake, controlled Crimson and caused it...

 

HTMLActivist Overthrows Entire Darden Board of Directors: What It Means for Senior Managements
Lyle G. Ganske, Jennifer C. Lewis, Robert A. Profusek, Lizanne Thomas, Erin S. de la Mare; Jones Day;
Legal Alert/Article
November 12, 2014, previously published on October 2014
Starboard's 100 percent replacement of Darden Restaurants' board is a landmark activist event. Never before has any board been wholly thrown out of office absent a fundamental financial or operational meltdown. There is little doubt this will embolden activists, and likely stimulate one-upmanship...

 

HTMLForeign Investments Into the EU: Demystifying National Protectionism
Matt Evans, Leon N. Ferera, Sophie Hagege, Francesco Liberatore, Robert A. Profusek; Jones Day;
Legal Alert/Article
November 12, 2014, previously published on October 2014
The collision between capital/business interests and political/fiscal interests primarily comes to the fore in cross-border M&A. With the surge of big-ticket M&A activity beginning at the end of 2013, this has played out in the United States primarily as a fiscal issue, with U.S. politicians...

 

Adobe PDFDepartment of Treasury Rulemaking Enacted to Curb Tax Inversion Transactions
Michael W. Alvano, Steven P. Amen, Marcantonio Barnes, Paul E. Belitz, Glenn E. Borkowski; Kutak Rock LLP;
Legal Alert/Article
October 28, 2014, previously published on October 8, 2014
On September 22, 2014 the U.S. Department of Treasury announced new rules targeting companies that try to avoid U.S. income taxes by moving their headquarters overseas (a so-called “inversion”). The Treasury Department is still fleshing out the details of the guidance but has...

 

HTMLTSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings
Russel W. Drew, Christian P. Gauthier, John D. MacNeil, William S. Osler; Bennett Jones LLP;
Legal Alert/Article
October 28, 2014, previously published on October 14, 2014
Before the amendments, listed issuers were permitted to directly assume the security-based compensation arrangements of a target company or replace the security-based compensation of the target company with the security-based compensation arrangements of the listed issuer without obtaining security...

 

HTMLItaly’s New Rules for Listed Small and Mid Caps and Other Changes Relevant to Listed Issuers
Stefano Crosio, Sara Rizzon; Jones Day;
Legal Alert/Article
October 27, 2014, previously published on October 2014
The Italian Council of Ministers enacted Law Decree No. 91 of June 24, 2014 (the “Law Decree”), which introduced new measures aimed at ensuring the country’s future sustainability and growth. As part of such new measures, the Law Decree introduced significant changes to certain...

 

HTMLCourt Of Chancery Explains Affect Of Stockholder Vote In Non-Controlling Stockholder Case
Edward M. McNally; Morris James LLP;
Legal Alert/Article
October 22, 2014, previously published on October 15, 2014
This important decision addresses two tricky questions of Delaware corporate law. First, it clarifies that the informed vote of a majority of the disinterested stockholders will invoke the business judgment rule when there is no controlling stockholder pushing the transaction.

 

HTMLHainan Airlines Delivers a First in Offshore RMB Financing Amidst Record Dim Sum Bond Market Performance
Eugene Yujie Gu, David E. Neuville, Nancy Yang; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 22, 2014, previously published on October 13, 2014
The international market for offshore (ex-mainland China) offerings of debt securities denominated in Renminbi yuan, the currency of the People’s Republic of China, has had a record first half of 2014, with RMB130 billion (approximately US$21.1 billion, at an exchange rate of US$1.00 =...

 

HTMLEarly Warning Reporting Threshold Remains at 10% While Other Changes to Enhance Transparency Will Be Implemented
McCarthy Tetrault LLP;
Legal Alert/Article
October 22, 2014, previously published on October 15, 2014
On October 10, 2014, the Canadian Securities Administrators (CSA) provided an update on the status of proposed amendments to Canada’s early warning reporting (EWR) system first published in March 2013. After extensive public consultation, the CSA announced that they will proceed with the...

 


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