Recent Posts

Is It Worth It For Plaintiffs' Counsel to Gamble on Merger Class Actions in North Carolina?
Posted on 3 Feb 2015 by Mack Sperling

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... Read More

M&A in the FCPA Context: What a Seller Should Do
Posted on 13 May 2011 by Thomas Fox

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... Read More

An M&A Case Study
Posted on 15 Oct 2014 by Mike Koehler

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... Read More

Evaluating Integration of the Compliance Function in Pre-Acquisition Due Diligence
Posted on 1 Nov 2011 by Thomas Fox

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... Read More

The Royal Wedding and the End of the ‘Halliburton’ Opinion Release
Posted on 29 Apr 2011 by Thomas Fox

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. Until... Read More

Go-Shops and the Pricing of Going Private Transactions
Posted on 20 May 2014 by Brian JM Quinn

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... Read More

Watergate Is Not Just a Hotel – Corporate Suitors for Alstom
Posted on 17 Jun 2014 by Thomas Fox

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... Read More

Transparency International Guidance on Anti-Corruption and Anti-Bribery Due Diligence for M&A Transactions – Part I
Posted on 3 Oct 2011 by Thomas Fox

Transparency 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 ... Read More

Delaware Court of Chancery Allows Claims for Post-Closing Earn-Out Iniquities and Inequities
Posted on 6 Feb 2014 by Francis G.X. Pileggi

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 subscribers ]. This Court of Chancery opinion addresses a recurring theme of... Read More

Cleaning Out the Closets at Skype
Posted on 20 Jun 2011 by Brian JM Quinn

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... Read More

Genzyme's Top-Up Option in Acquisition by Sanofi
Posted on 9 Mar 2011 by Brian JM Quinn

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... Read More

Substantiating the Explosive Growth in M&A-Related Litigation
Posted on 17 Jan 2012 by Kevin M. LaCroix

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... Read More

Delaware Court of Chancery Allows Some Claims to Proceed in Connection with Merger
Posted on 16 Apr 2014 by Francis G.X. Pileggi

Chen v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. April 8, 2014) [ an enhanced version of this opinion is available to subscribers ]. Why this Case is Noteworthy : This Delaware Court of Chancery opinion addresses the standard of review... Read More

GMI Report: Airgas Decision Could Impact Small-, Mid-Cap Companies More
Posted on 12 Apr 2011 by Gary Larkin

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... Read More

Preferred vs. Common -- Who is Commonly Preferred in Mergers?
Posted on 30 Jun 2011 by Corporate and Securities Law Community Staff

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... Read More