Corporate & Securities Law

News from the Tulane Corporate Law Institute

Posted on April 14, 2009
News from the Tulane Corporate Law Institute A few weeks ago, the Tulane Corporate Law Institute was held and it's still the most well-covered annual M&A event, despite a dearth of deals these days (as well a declining number of...

Sponsor-Backed Going Private Transactions

Posted on April 07, 2009
Sponsor-Backed Going Private Transactions Recently, Ira Millstein of Weil Gotshal blogged about his firm's 3rd annual survey of sponsor-backed going private transactions. The survey analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor...

Now Available: FASB's Staff Position of FAS 141(R)

Posted on April 03, 2009
Now Available: FASB's Staff Position of FAS 141(R) A few weeks ago, I blogged about the FASB agreeing to issue a Staff Position that modifies FAS 141R on the accounting for business combinations (essentially leaving the FAS 5 regime in...

The SEC Staff on M&A

Posted on April 02, 2009
The SEC Staff on M&A We have posted the transcript of our popular webcast: "The SEC Staff on M&A."...

To access this complete feed in the blog feed reader login or register for free.

Novel No-Action Response: Ability to "Round Out" Minority Slates with Other Insurgents

Posted on April 01, 2009
Novel No-Action Response: Ability to "Round Out" Minority Slates with Other Insurgents Recently, Carl Icahn and Eastbourne Capital Management each sent a similar no-action request to Corp Fin that is quite interesting. I can't recall seeing anything quite like it...

Merger Litigation Sharply Rejected by the Seventh Circuit

Posted on March 30, 2009
Merger Litigation Sharply Rejected by the Seventh Circuit Here is analysis of a new case from Wachtell Lipton: Long after Sam Zell's decision to sell Equity Office Properties (EOP) at the market top in an all-cash deal was followed by...

Game Changer: Delaware Supreme Court Reverses in Lyondell

Posted on March 27, 2009
Game Changer: Delaware Supreme Court Reverses in Lyondell We have begun posting memos on the Lyondell decision in our "Fiduciary Duties" Practice Area. Even though I blogged about it yesterday, the case is important enough to also blog the following....

The Big Reversal: Lyondell Chemical Company v. Ryan

Posted on March 26, 2009
The Big Reversal: Lyondell Chemical Company v. Ryan - by Brad Aronstam, Connolly Bove Lodge & Hutz Last night, the Delaware Supreme Court delivered the much anticipated decision in Lyondell Chemical Company v. Ryan (No. 401, 2008). The decision reverses...

Analysis: Flip-In vs. Flip-Over Pills

Posted on March 25, 2009
Analysis: Flip-In vs. Flip-Over Pills - by John Jenkins, Calfee Halter & Griswold A member recently asked in the DealLawyers.com "Q&A Forum" about the rationale for including "flip-in" and "flip-over" provisions in shareholder rights plans, or "poison pills...

Testing the Chinese Anti-Monopoly Law: China Blocks Foreign Acquisition of Chinese Company

Posted on March 23, 2009
Testing the Chinese Anti-Monopoly Law: China Blocks Foreign Acquisition of Chinese Company Last week, the Ministry of Commerce of the People's Republic of China blocked Coca-Cola's proposed acquisition of a major domestic juice manufacturer (China Huiyuan Juice Group Limited) under...

FASB Amends Guidance on Standard for Contingencies in Business Combinations

Posted on March 19, 2009
FASB Amends Guidance on Standard for Contingencies in Business Combinations Last Friday, the FASB held a roundtable to discuss disclosure of certain loss contingencies. This handout shows the issues that were discussed, as the FASB is redeliberating last year's proposed...

The SEC Staff on M&A

Posted on March 18, 2009
The SEC Staff on M&A Tune in tomorrow for this webcast - "The SEC Staff on M&A" - to hear all the latest from: - Michele Anderson, Chief, SEC's Office of Mergers & Acquisitions - Dennis Garris, Partner, Alston &...

March-April Issue: Deal Lawyers Print Newsletter

Posted on March 17, 2009
March-April Issue: Deal Lawyers Print Newsletter This March-April issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on: - Lessons from the Meltdown: Remedies - Poison in a Pen: Recent Trends in Drafting...

"You're Going the Wrong Way!"

Posted on March 16, 2009
"You're Going the Wrong Way!" - by John Jenkins, Calfee Halter & Griswold Remember the scene in "Planes, Trains and Automobiles" where John Candy and Steve Martin are driving the wrong way down an interstate highway? A couple driving in...

Customary M&A Indemnity Provision Gives Rise to Breach of Loyalty Claim

Posted on March 12, 2009
Customary M&A Indemnity Provision Gives Rise to Breach of Loyalty Claim - by John Jenkins, Calfee Halter & Griswold Public company merger agreements frequently contain provisions under which a buyer agrees to cause the surviving corporation to indemnify the seller's...

A Little Comic Relief

Posted on March 11, 2009
A Little Comic Relief Oddly, I've been watching a few of CNBC's stock market shows lately. I guess I've been curious how they've been touting stocks in this downturn and it's been comic relief. And the recent feud between Jon...

The "Deal Cube" Chronicles: Part 2

Posted on March 10, 2009
The "Deal Cube" Chronicles: Part 2 Following up on my earlier blog portraying some "deal cube" chronicles, I'm holding a contest for the coolest cube. Please email me pictures of the cube(s) that you cherish the most. If you wish...

Valuing Interests in Private Equity and Hedge Funds

Posted on March 09, 2009
Valuing Interests in Private Equity and Hedge Funds In our "Private Equity" Practice Area, we have posted a number of memos and articles discussing the future of the private equity and hedge fund industries. One of the articles states: "In...

Carbon Risks and Opportunities: Implications for Investment Activity and M&A

Posted on March 05, 2009

More on Roche and Genentech's Tangled Web

Posted on March 04, 2009

The "Deal Cube" Chronicles

Posted on March 03, 2009

Madden v. Cowen & Co.: SLUSA's "Delaware Carve-Out" Applies to Suit Against M&A Financial Adviser

Posted on March 02, 2009

Roche and Genentech’s Tangled Web

Posted on February 26, 2009
Roche and Genentech’s Tangled Web - by John Jenkins, Calfee Halter & Griswold The continuing saga of Swiss pharmaceutical giant Roche’s efforts to acquire the 44% of Genentech that it does not already own added a chapter on Monday, when...

Lessons Learned from the BCE Buyout: Bondholder Rights, Litigation Issues, Etc.

Posted on February 25, 2009
Lessons Learned from the BCE Buyout: Bondholder Rights, Litigation Issues, Etc. Tune in tomorrow for this webcast: "Lessons Learned from the BCE Buyout: Bondholder Rights, Litigation Issues, Etc." Please print off these course materials in advance. And stay tuned for...

Survey: Rising Demand for Fairness Opinions

Posted on February 24, 2009
Survey: Rising Demand for Fairness Opinions This recent survey finds that a majority of senior executives expect demand for – and scrutiny of – fairness opinions to increase in the US and Europe. Here is a summary of key results...

Japanese Investors Step Up Opposition to Pills

Posted on February 23, 2009
Japanese Investors Step Up Opposition to Pills Recently, RiskMetrics reported in its "Corporate Governance Blog": Corporate Japan may have a tougher time deploying “poison pills” as investor opposition to such defenses mounts. In the latest signal that financial market participants...

Antitrust Clearance: Cutting through the Government Red Tape to Close the Deal

Posted on February 19, 2009
Antitrust Clearance: Cutting through the Government Red Tape to Close the Deal From Akin Gump: "The recent worldwide financial turmoil and the still-uncertain aftermath of the Emergency Economic Stabilization Act of 2008 have sparked major mergers and acquisitions that need...

Deal Cubes: Fond Memories

Posted on February 18, 2009
Deal Cubes: Fond Memories This commentary by Christine Hurt on the "Conglomerate Blog" brought back fond memories regarding my long lost collection of deal toys. Well, not really "lost." More like "tossed" after a few years passed and I began...

Developments in Debt Restructurings & Debt Tender/Exchange Offers

Posted on February 17, 2009
Developments in Debt Restructurings & Debt Tender/Exchange Offers One impact of the Recovery Act is a reduced tax burden for those companies that restructure or cancel debt, which may complicate tax planning. To learn about this and more, tune in...

Look Out for Hoax Letters

Posted on February 12, 2009
Look Out for Hoax Letters According to this Kirkland & Ellis memo, several private equity funds have received letters purporting to be from (or, in some cases, to) the SEC. These letters ask the funds not to make capital calls...

Bloggers, promote your law blog by nominating your blog for inclusion in USLaw.com's Law Blog Directory and RSS Reader. Benefits described.