I hadn't written anything yet about the multiple shareholder actions challenging the merger of PokerTek -- a developer and distributor of electronic table (gambling) games -- with Multimedia Games -- another developer and distributor of gambling technology...
I have written about mergers and acquisitions (M&A) in
the context of the requirements of the Foreign Corrupt Practices Act (FCPA).
However I usually write about the acquiring company and its obligations under
the FCPA. I recently have worked with...
This article was reprinted with permission from FCPA Professor
The Foreign Corrupt Practices Act is a niche practice area for sure.
At the same time, FCPA issues intersect with other business law issues such that the FCPA is a fundamental skill...
In an article in the most recent issue of the Houston
Business Journal, entitled " Putting a partner through too many changes
increases risk ", columnist Connie Barnaba discusses one of the risks often
overlooked in a mergers and acquisitions...
Today is a Royal wedding in England and in honor of the
happy couple and the English House of Windsor we will take a look at the
Foreign Corrupt Practices Act (FCPA) in the context of a merger and acquisition
(M&A) of a British company.
Antoniades, et al have a paper, No Free Shop . There have always been two sides to the go-shop issue. On the one side, if a company has the right to proactively shop itself post-signing, that should be good, right? In Topps , Chief Justice Strine called...
Today is the anniversary of an event that can truly be said to have changed the world; although certainly not in the manner intended by its planners, sponsors or participants. Today is the anniversary of the 1972 Watergate Break-In. How much of the world...
International (TI) recently released, in draft form for consultation, a
White Paper entitled " Anti-Bribery Guidance for Transactions ." Although
this version was preliminary draft, available for a commentary period and the
American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., C.A. No. 8490-VCG (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ].
This Court of Chancery opinion addresses a recurring theme of...
So late last week, the
FTC granted early termination to Microsoft and Skype for their announced
deal. Early termination of the HSR waiting period means that Microsoft
and Skype can move towards closing that deal. Now, comes the news from Bloomberg...
The Genzyme-Sanofi transaction is being structured as a
tender offer with a back end short form merger ( merger agreement ). To accomplish the short merger,
they are employing a top-up option. The top-up option language is
below. The option is triggered...
There seems to be a general consensus that the amount of
M&A-related litigation is increasing. The question of how to quantify the
increase has attracted quite a bit of attention lately. In a recent
post , I previewed a forthcoming report from...
Chen v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. April 8, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ].
Why this Case is Noteworthy : This Delaware Court of Chancery opinion addresses the standard of review...
A recent report by GovernanceMetrics International
Research Associate Beth Young on the Airgas poison pill decision expounds upon
a point we made in our Director Notes report, Poison Pills in 2011 , in that the small and
mid-cap companies are relying...
By Steven Bartz, Rahul Patel and R. Samuel Snider
When a corporation is for sale, the fiduciary duties that the board of
directors of the selling corporation must observe vis--vis its
stockholders places the board in a position where it is likely...