DealLawyers.com Blog: Corporate & Securities Law

Home -> Law Blog Directory -> Corporate & Securities Law Blogs

OR PHONE (866) 635-1838 for Bankruptcy Help, (866) 635-6190 for Divorce,
(866) 635-2689 for Personal Injury or (866) 635-9402 for Criminal Defense

Find a Local Lawyer

Bankruptcy (866) 635-1838
Divorce (866) 635-6190
Personal Injury (866) 635-2689
Criminal Defense (866) 635-9402

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

Gantler v. Stephens: Bad Moon Risin’ for Corporate Officers?

Posted on February 10, 2009
Gantler v. Stephens: Bad Moon Risin’ for Corporate Officers? - John Jenkins, Calfee Halter & Griswold Whenever the Delaware Supreme Court issues a corporate law decision, it’s almost by definition big news. However, the court’s recent decision in Gantler v...

Some Guidance on Corp Fin's Updated 13e-3 Interps

Posted on February 09, 2009
Some Guidance on Corp Fin's Updated 13e-3 Interps Here is a good summary from Cleary Gottlieb: A few weeks ago, the SEC released updated interpretations regarding the application of Rule 13e-3 to going private transactions. Among other things, Rule 13e-3...

Online Course: Tackling Equity Compensation Issues Related to Mergers & Acquisitions

Posted on February 06, 2009
Online Course: Tackling Equity Compensation Issues Related to Mergers & Acquisitions Surprising given the environment, a number of law firms are taking advantage of the upcoming NASPP online course "Tackling Equity Compensation Issues Related to Mergers & Acquisitions...

Pfizer’s Reverse Break-up Fee

Posted on February 05, 2009
Pfizer’s Reverse Break-up Fee - John Jenkins, Calfee Halter & Griswold As reported by The New York Times and other media outlets when the deal was first announced, the merger agreement for Pfizer’s $68 billion acquisition of Wyeth contains an...

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

Private Equity Investments in Financial Services Raising & Solving New Issues

Posted on February 04, 2009
Private Equity Investments in Financial Services Raising & Solving New Issues Here is an interesting article from Fried Frank: The good news is that private equity (“PE”) investments in financial institutions are occurring at an unprecedented pace, and there is...

Pat McGurn on M&A

Posted on February 03, 2009
Pat McGurn on M&A A few weeks ago, Pat McGurn, Special Counsel of RiskMetrics’ ISS Division, participated in a TheCorporateCounsel.net webcast: “Forecast for 2009 Proxy Season: Wild and Woolly.” The excerpt below was culled from the webcast transcript and it...

The Tender Offer Makes a Comeback

Posted on February 02, 2009
The Tender Offer Makes a Comeback - by John Jenkins, Calfee, Halter & Griswold LLP The health care sector is one of the few areas of the deal economy where M&A activity remains fairly robust, particularly among the multi-national pharmaceutical...

Obama's Key Antitrust Nomination: What to Expect From the FTC and DOJ Now

Posted on January 29, 2009
Obama's Key Antitrust Nomination: What to Expect From the FTC and DOJ Now From a Paul Weiss alert: President Barack Obama has announced his nomination of Christine Varney to serve as assistant attorney general in charge of the Antitrust Division...

IndyMac: Signals Possibilities for Investments in Failed, Troubled Banks

Posted on January 28, 2009
IndyMac: Signals Possibilities for Investments in Failed, Troubled Banks As noted by Cleary Gottlieb: "The year-end purchase of IndyMac by a PE/hedge fund consortium headlined some key elements for failed and troubled bank sales in the coming year, absent a...

Corp Fin Issues Updated Interpretations for Going Private Transactions and '33 Act Rules

Posted on January 27, 2009
Corp Fin Issues Updated Interpretations for Going Private Transactions and '33 Act Rules Close enough to getting them out by the end of the year as promised, Corp Fin issued two sets of new Compliance & Disclosure Interpretations yesterday -...

BofA/Merrill and Disclosure About an Incomplete Quarter

Posted on January 26, 2009
BofA/Merrill and Disclosure About an Incomplete Quarter - by John Jenkins, Calfee, Halter & Griswold LLP Merrill Lynch’s catastrophic fourth quarter performance and Bank of America’s decision to close the Merrill deal notwithstanding those results have resulted in the filing...

Delaware Chancery Court Dismisses Claim for Payment of a Termination Fee

Posted on January 23, 2009
Delaware Chancery Court Dismisses Claim for Payment of a Termination Fee From Travis Laster: Last week, Vice Chancellor Leo Strine issued an opinion in Alliance Data Systems v. Blackstone Capital Partners V - dismissing claims filed by Alliance Data Systems...

SFAS 141(R) Doesn’t Deter Endo Pharmaceuticals from Contingent Payment to Target Shareholders

Posted on January 22, 2009
SFAS 141(R) Doesn’t Deter Endo Pharmaceuticals from Contingent Payment to Target Shareholders - by John Jenkins, Calfee, Halter & Griswold LLP One of the many aspects of SFAS 141(R) that has caused some angst among dealmakers is the provision governing...

The Latest Cross-Border Deal Developments

Posted on January 21, 2009
The Latest Cross-Border Deal Developments With the dealmaking environment facing unforeseeable challenges - and the SEC making the biggest batch of changes to its cross-border in years, practitioners are grappling with how these deals will now change...

FTC Revises HSR Filing Thresholds

Posted on January 15, 2009
FTC Revises HSR Filing Thresholds Pursuant to the 2000 Amendments to the HSR Act, annual adjustments to the notification thresholds are made based on an index that is tied to changes in the U.S. gross national product for each fiscal...

Wrigley Case: Illinois Court Dismisses Shareholder Claims Against Financial Advisor

Posted on January 14, 2009
Wrigley Case: Illinois Court Dismisses Shareholder Claims Against Financial Advisor - by Kevin Miller, Alston & Bird In a decision entered yesterday - in Young v. Goldman Sachs - the Circuit Court of Cook County, Illinois County Department, Chancery Division,...

Intentional Triggering: The Ongoing Saga of Selectica’s Poison Pill

Posted on January 13, 2009
Intentional Triggering: The Ongoing Saga of Selectica’s Poison Pill - by John Jenkins, Calfee, Halter & Griswold LLP Last week, Professor Steven Davidoff blogged about the remarkable situation unfolding over at Selectica, Inc., a Nasdaq-listed provider of contract management software,...

Hedge Fund Activism Extends to SPACs

Posted on January 12, 2009
Hedge Fund Activism Extends to SPACs - by Ted Wallace, Director of Research, The Altman Group A Special Purpose Acquisition Company (SPAC) is a publicly traded shell (or blank check) company formed for the specific purpose of buying an existing...

Corp Fin Issues No-Action Response on Israeli "Partial Offer"

Posted on January 08, 2009
Corp Fin Issues No-Action Response on Israeli "Partial Offer" Jim Moloney of Gibson Dunn notes: Yesterday, the SEC's Division of Corporation Finance posted this no-action letter granted to Retalix. In this case, we have a cross-border tender offer transaction involving...

The Delaware Chancery Court: Big Changes Coming

Posted on January 07, 2009
The Delaware Chancery Court: Big Changes Coming Last month, The Deal ran this interesting article entitled "Change comes to Chancery." Sounds like the four out of five of the justices - Chandler, Lamb, Strine and Parsons - may be moving...

Europe: Transformational M&A and Restructuring Deals on Horizon

Posted on January 06, 2009
Europe: Transformational M&A and Restructuring Deals on Horizon With our "Implementing the New Cross-Border Rules" webcast coming up, I thought it was worth repeating this survey summary issued as part of yesterday's "Directors & Boards" e-Briefing: The financial and economic...

DOJ's Antitrust Division Issues New Guidelines for Criminal Leniency Program

Posted on January 05, 2009
DOJ's Antitrust Division Issues New Guidelines for Criminal Leniency Program From Womble Carlyle: The Antitrust Division (“AD”) of the Department of Justice recently issued revised model conditional leniency letters for companies seeking to avoid criminal prosecution for antitrust violations in...

FASB Issues Proposed FSP FAS 141(R)-a

Posted on December 18, 2008
FASB Issues Proposed FSP FAS 141(R)-a On Monday, the FASB released its proposed FASB Staff Position on FAS 141R standards regarding recognition of contingencies acquired or assumed in a business combination - its called FSP FAS 141(R)-a. As previously blogged,...

Her Majestys Government: Corp Fin Grants Schedule 13D Relief for UKs Investment in the Banking Sector

Posted on December 17, 2008
Her Majestys Government: Corp Fin Grants Schedule 13D Relief for UKs Investment in the Banking Sector Last week, Corp Fin issued this no-action letter entitled Her Majestys Government. Is that the coolest name for a government response or what? Its...

National City: Interesting Fairness Opinion

Posted on December 15, 2008
National City: Interesting Fairness Opinion - by John Jenkins, Calfee, Halter & Griswold LLP While people often think that fairness opinions consist of nothing but boilerplate, that’s not the case when the one of the parties is facing particularly challenging...

Judging the Accuracy: ABA's "2008 Strategic Buyer/Public Company Deal Point Study"

Posted on December 11, 2008
Judging the Accuracy: ABA's "2008 Strategic Buyer/Public Company Deal Point Study" In our "Negotiation Tactics" Practice Area, we have posted the "2008 Strategic Buyer/Public Company Deal Point Study," which was recently compiled by the Market Trends Subcommittee of the ABA's...

Upheld: JP Morgan's Purchase of Bear Stearns

Posted on December 10, 2008
Upheld: JP Morgan's Purchase of Bear Stearns Last week, Justice Cahn of the New York State Supreme Court - in In Re: Bearn Stearns Litigation - granted summary judgment in dismissing a shareholder challenge to the fairness of JPMorgan’s purchase...

Corp Fin Issues New Written Consent CDI

Posted on December 09, 2008
Corp Fin Issues New Written Consent CDI Recently, Corp Fin issued a new set of "'33 Act Compliance and Disclosure Interpretations." Question 239.13 addresses the application of the '33 Act to written consents by a target company’s shareholders approving a...

Corp Fin Issues Compliance Guide for New Cross-Border Rules

Posted on December 08, 2008
Corp Fin Issues Compliance Guide for New Cross-Border Rules Last week, Corp Fin posted a "Compliance Guide" covering the new rules on cross-border business combinations, exchange offers and rights offering, which are effective today. Despite the “Small Entity” title, the...

Antitrust: Government Sues For Divestiture in $76 Million Deal

Posted on December 03, 2008
Antitrust: Government Sues For Divestiture in $76 Million Deal Recently, the Federal Trade Commission sought to unwind an M&A transaction completed more than six months ago that was not subject to HSR notification requirements. This is the latest in a...

Previous | Next

Related Law Bulletins

New Baptist Covenant Blog
Last week, I pointed to the New Baptist Convenant website, now onl...

The Mexico Trucker Blog
I've written before about the perceived problems with relaxed rest...