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Corporate & Securities Law

DealLawyers.com Blog

Contributions from the M&A community.
By Broc Romanek

Post Frequency: 0.9/day

Last Entry: July 13, 2009 at 09:35:07

Alternative Fee Arrangements for Deals: Little Less Talk and Lot More Action?

Posted on July 13, 2009
Alternative Fee Arrangements for Deals: Little Less Talk and Lot More Action? Tune in tomorrow for this DealLawyers.com webcast - "Alternative Fee Arrangements for Deals: Little Less Talk and Lot More Action?" - to hear Wilson Chu of K&L Gates;...

U.S. Regulation of Inbound M&A

Posted on July 09, 2009
US Regulation of Inbound M&A Below are some thoughts from William Newman of Sullivan & Worcester on the regulatory regimen in the US for inbound M&A deals - often a significant factor in determining whether a deal will be completed...

SEC Approves Elimination of NYSE Rule 452

Posted on July 07, 2009
SEC Approves Elimination of NYSE Rule 452 Here's some analysis from Cliff Neimeth of Greenberg Traurig: As widely anticipated, in an open session of the SEC's Commissioners last week, they approved (in a 3-2 split-vote) the elimination of NYSE Rule...

Delaware Court Allows Expedited Proceedings to Seek Injunctive Relief Based on Revlon Claims

Posted on July 01, 2009
Delaware Court Allows Expedited Proceedings to Seek Injunctive Relief Based on Revlon Claims Kevin Miller of Alston & Bird notes: In this order on Friday, Delaware Chancellor Chandler granted plaintiff's motion for expedited proceedings to seek injunctive relief to address...

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"It's Groundhog Day!" Deciding Whether to Disclose Merger Negotiations

Posted on June 29, 2009
"It's Groundhog Day!" Deciding Whether to Disclose Merger Negotiations - by John Jenkins, Calfee Halter & Griswold Sometimes you can't blame deal lawyers for feeling like Bill Murray's character in Groundhog Day - there are just some things that seem...

More on "Strategic Sandbagging: Let the Buyer Beware"

Posted on June 24, 2009
More on "Strategic Sandbagging": Let the Buyer Beware Reacting to this blog recently from John Jenkins, a member posed the question: why, given the virtually universal use of indemnification, does reliance matter? This member would characterize most claims as actions...

Delaware Supreme Court Affirms Alliance Data Systems

Posted on June 23, 2009
Delaware Supreme Court Affirms Alliance Data Systems Last week, the Delaware Supreme Court affirmed - in Alliance Data Systems v. Blackstone Capital Partners V - the Chancery Court's decision dismissing Alliance Data Systems suit against Blackstone acquisition entities for breach...

Study: Private Equity-Backed IPOs Not Shareholder Friendly

Posted on June 22, 2009
Study: Private Equity-Backed IPOs Not Shareholder Friendly Recently, The Corporate Library and the IRRC Institute teamed up to study whether private equity buyout firms institute more shareholder-friendly corporate governance structures in their IPO companies than non PE-backed IPO companies...

New Trend? Diminished Power for CEOs

Posted on June 18, 2009
New Trend? Diminished Power for CEOs We note that one of our DealLawyers.com board advisors, Frank Aquila of Sullivan & Cromwell, weighed in recently on the state of corporate governance in this BusinessWeek article. Frank argues that the recent market...

"Cool Deal Cube Contest": We Have a Winner!

Posted on June 16, 2009
"Cool Deal Cube Contest": We Have a Winner! Recently, I announced a "cool deal cube contest" as part of our ongoing "Deal Cube Chronicles." John Newell of Goodwin Procter takes the prize with this cube. John notes: Here is an...

Japan: Proxy Season Preview

Posted on June 15, 2009
Japan: Proxy Season Preview As the proxy season gets underway in Japan � where the majority of companies hold their meetings during the last two weeks of June - defensive measures are the hot topic once again this year. This...

Monitoring Activist Activity

Posted on June 10, 2009
Monitoring Activist Activity During this podcast, Mary Beth Kissane of Walek Associates analyzes how companies should be monitoring shareholder activist activity, including: - How do hedge funds have such a solid activism record? - What should companies do to prepare...

More on "First Drafts: On the Two Yard Line or Closer to Midfield?"

Posted on June 09, 2009
More on "First Drafts: On the Two Yard Line or Closer to Midfield?" - by Scott Walker, Walker Corporate Law Group I want to expand on John Jenkins' recent blog on first drafts to capture a broader - and perhaps...

Strategic Sandbagging: Let the Buyer Beware

Posted on June 08, 2009
Strategic Sandbagging: Let the Buyer Beware - by John Jenkins, Calfee Halter & Griswold Webster's Dictionary defines the term "sandbagging" to mean "to conceal or misrepresent one's true position, potential, or intent especially in order to take advantage of...

Proxy Access: Chinese Menu Ballots Address Concerns

Posted on June 04, 2009
Proxy Access: Chinese Menu Ballots Address Concerns - by Professor J.W. Verret The ghosts of securities law past, present, and future seem to haunt the headlines lately. But proxy access is heralded as the issue most likely to bring a...

Canadian Regulator Weighs In: Contingent Fee Fairness Opinions

Posted on June 03, 2009
Canadian Regulator Weighs In: Contingent Fee Fairness Opinions Recently, the Ontario Securities Commission announced its reasons for its January ruling that led to the withdrawal of HudBay Minerals' proposed acquisition of Lundlin Mining. In doing so, the OSC expressed concerns...

Delaware Chancery Court: "Continuing Director" CIC Provision

Posted on June 01, 2009
Delaware Chancery Court: "Continuing Director" CIC Provision A few weeks ago, Delaware Vice Chancellor Lamb issued his opinion in San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals that had challenged "poison puts" in debt agreements. The Court interpreted...

Target's Annual Meeting Campaign: "Bringing It" Online

Posted on May 28, 2009
Target's Annual Meeting Campaign: "Bringing It" Online Some interesting news comes courtesy of Target, whose annual meeting is being held today. This will be no "regular" annual meeting as William Ackman, whose Pershing Square Capital Management owns a 7...

Corp Fin Grants General Motors Relief for Debt Exchange Offers

Posted on May 26, 2009
Corp Fin Grants General Motors Relief for Debt Exchange Offers Last week, Corp Fin granted General Motors exemptive relief so that GM can move fast and exchange its debt. The relief is highly unusual, but certainly seems merited under the...

Due Diligence: Aim Before You Fire

Posted on May 20, 2009
Due Diligence: Aim Before You Fire - by John Jenkins, Calfee Halter & Griswold Spearheading the legal due diligence investigation of a potential acquisition target is a big part of a deal lawyer's job. With the possible exception of preparing...

New DOJ Antitrust Chief Announces Aggressive Enforcement Philosophy

Posted on May 15, 2009
New DOJ Antitrust Chief Announces Aggressive Enforcement Philosophy In her first major public speech, new Assistant Attorney General for Antitrust Christine Varney announced last week that difficult economic times call for more aggressive - not less - antitrust enforcement and...

May-June Issue: Deal Lawyers Print Newsletter

Posted on May 13, 2009
May-June Issue: Deal Lawyers Print Newsletter This May-June issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on: - Reversing Course: Delaware's Supreme Court Provides Comfort to Directors Regarding Revlon Process and Bad...

A Little "Deal Tact" Goes a Long Way

Posted on May 12, 2009
A Little "Deal Tact" Goes a Long Way - by John Jenkins, Calfee Halter & Griswold In my last blog, I talked about some advice given to our firm's associates during a training session on becoming a seasoned business lawyer...

Deal Protection: The Latest Developments in an Economic Tsunami

Posted on May 11, 2009
Deal Protection: The Latest Developments in an Economic Tsunami Tune into our webcast tomorrow - "Deal Protection: The Latest Developments in an Economic Tsunami" - to hear these experts analyze the latest Delaware law developments in deal protection: - Clifford...

First Drafts: On the Two Yard Line or Closer to Midfield?

Posted on May 06, 2009
First Drafts: On the Two Yard Line or Closer to Midfield? - by John Jenkins, Calfee Halter & Griswold A few months ago, our law firm had one of its periodic training sessions for our associate attorneys. The topic for...

The "Deal Cube" Chronicles: Part 3

Posted on May 04, 2009
The "Deal Cube" Chronicles: Part 3 Following up on Part 2, Charles Vaughn of Nelson Mullins Riley & Scarborough provides us some fodder for the latest installment of the "Deal Cube Chronicles": "In my office at home is a beautiful...

HLSP Holdings v. Fortune Management: ConEd Issues Are Alive and Well in Delaware

Posted on April 30, 2009
HLSP Holdings v. Fortune Management: ConEd Issues Are Alive and Well in Delaware Here is analysis of a recent decision from Kevin Miller of Alston & Bird: In HLSP Holdings v. Fortune Management, the Delaware Superior Court recently granted a...

Standing Mergers & Acquisitons Board Committees: Few and Far Between

Posted on April 28, 2009
Standing Mergers & Acquisitons Board Committees: Few and Far Between Recently, a member asked if we had any board committee charters for M&A Committees. We conducted some search and we were able to find a few - that we have...

Teaching Transactional Lawyering

Posted on April 22, 2009
Teaching Transactional Lawyering As someone who sometimes teaches, I enjoyed reading this paper entitled "Teaching Transactional Lawyering" by Drexel Prof. Karl Okamoto. If you are involved with teaching mergers & acquisitions, either internally in your firm or at a college...

Closings Then and Now

Posted on April 15, 2009
Closings Then and Now - by John Jenkins, Calfee Halter & Griswold I started practicing law in 1986, but so much has changed since then that I often feel like I'm a complete relic. For instance, it boggles my mind...

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