JD Supra: Mergers

NOVEMBER 10, 2023

This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.

Corporation 171

Corporation M&A Government Securities 171

JD Supra: Mergers

FEBRUARY 9, 2024

Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial transactions or litigation in Delaware. We present the decisions in no particular order.

Corporation 165

Corporation 165

JD Supra: Mergers

JANUARY 8, 2024

US Corporate Article - The American Bar Association’s (ABA) Business Law Section has released its 2023 Private Target Deal Points Study (the “Study”), the flagship product of the Market Trends Subcommittee of the Mergers and Acquisitions Committee. private companies.

Mergers and Acquisitions 165

Mergers and Acquisitions Negotiation Acquisitions Corporation 165

JD Supra: Mergers

OCTOBER 9, 2023

On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new Mergers & Acquisitions Safe Harbor Policy. By: Moore & Van Allen PLLC

Corporation 171

Corporation Mergers Acquisitions 171

JD Supra: Mergers

JANUARY 25, 2024

On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). By: Shearman & Sterling LLP

Government 159

Government Corporation Consulting IT 159

JD Supra: Mergers

OCTOBER 11, 2023

4, 2023, in remarks delivered to the Society of Corporate Compliance and Ethics’ 22nd Annual Compliance & Ethics Institute, Deputy Attorney General (AG) Lisa Monaco announced the Department of Justice’s (DOJ) new Mergers & Acquisitions Safe Harbor Policy. By: Kramer Levin Naftalis & Frankel LLP

Mergers and Acquisitions 165

Mergers and Acquisitions Mergers Acquisitions Corporation 165

JD Supra: Mergers

JUNE 21, 2024

2023-0470 PRW (Del. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 27, 2024, corrected Mar. By: Morris James LLP

Corporation 165

Corporation IT 165

JD Supra: Mergers

OCTOBER 27, 2023

The third quarter of 2023 was eventful for both domestic and international cartel enforcers. On October 4, 2023, the Deputy Attorney General announced a safe harbor for merging parties to self-report criminal violations—not just antitrust violations—for up to six months after the transaction closes.

Corporation 188

Corporation Business IT 188

JD Supra: Mergers

OCTOBER 26, 2023

As part of a continuing and extensive effort this year to update and strengthen Department of Justice (“DOJ”) policies aimed at deterring corporate misconduct, the DOJ announced on October 4, 2023, that it was implementing a new Mergers & Acquisitions Safe Harbor Policy.

Mergers and Acquisitions 171

Mergers and Acquisitions Mergers Acquisitions Corporation 171

JD Supra: Mergers

OCTOBER 24, 2023

On October 4, 2023, Deputy Attorney General (AG) Lisa Monaco announced the U.S. Department of Justice’s (DOJ’s) new Mergers & Acquisitions Safe Harbor Policy for acquirers that uncover wrongdoing at a target company. By: Wilson Sonsini Goodrich & Rosati

Corporation 159

Corporation Mergers and Acquisitions M&A Mergers 159

JD Supra: Mergers

OCTOBER 19, 2023

On October 4, 2023, the Department of Justice’s (“DOJ”) Deputy Attorney General Lisa Monaco announced a new “Mergers & Acquisitions Safe Harbor Policy” (“M&A Safe Harbor Policy” or “Policy”) for companies that voluntarily self-disclose corporate criminal misconduct to the Department of Justice. By: King & Spalding

Mergers 165

Mergers Mergers and Acquisitions M&A Acquisitions 165

JD Supra: Mergers

OCTOBER 25, 2023

On October 4, 2023, Deputy Attorney General Lisa O. Monaco announced a new "safe harbor" policy for voluntary self-disclosures in the context of mergers and acquisitions, whereby the Department of Justice will decline to prosecute companies that report criminal misconduct involving recently-acquired businesses.

Corporation 171

Corporation Mergers and Acquisitions Mergers Acquisitions 171

JD Supra: Mergers

JANUARY 29, 2024

After a sluggish 2023 in which global merger and acquisition activity fell almost 20% to $2.87 trillion – the lowest level since 2013 – the question in the corporate world, is: ‘Will M&A roar back in 2024?’. By: Adams and Reese LLP

M&A 201

M&A Mergers and Acquisitions Corporation Mergers 201

JD Supra: Mergers

FEBRUARY 29, 2024

This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling to grant a motion to dismiss Caremark claims.

M&A 159

M&A Corporation 159

JD Supra: Mergers

DECEMBER 28, 2023

The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders.

M&A 159

M&A Corporation 159

JD Supra: Mergers

DECEMBER 22, 2023

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in M&A activity, but it is taking longer to hammer out deal terms.

Corporation 183

Corporation M&A IT 183

JD Supra: Mergers

AUGUST 8, 2023

Circuit Court of Appeals on June 1, 2023, issued a strong defense opinion in Karp v. First Connecticut Bancorp, a case involving allegations under Section 14(a) of the Exchange Act that defendant First Connecticut Bancorp and its directors misled shareholders before the bank’s stock-for-stock merger with People’s United Financial.

Mergers 130

Mergers Corporation Stock IT 130

JD Supra: Mergers

SEPTEMBER 21, 2023

Pan-European banks, including Mediobanca and Deutsche Bank, seek senior dealmaker bench strength through high profile acquisitions. By: White & Case LLP

Corporate Finance 159

Corporate Finance Broker Finance Finance 159

TechCrunch: M&A

JULY 11, 2023

billion merger. Our statement on the mutual request with the CMA for a pause of our appeal in the UK: pic.twitter.com/8Aky2IJjxS — Brad Smith (@BradSmi) July 11, 2023 On Activision Blizzard’s end, these legal developments are a welcome breath of fresh air. gaming companies. Microsoft to buy Activision Blizzard for $68.7

Mergers 228

Mergers Mergers and Acquisitions Acquisitions Government 228

JD Supra: Mergers

NOVEMBER 9, 2023

How do you draft a tax covenant for a corporate sale when the Seller Group is within the scope of a Pillar Two charge? This is an issue that will become increasingly relevant as we approach the Pillar Two start date at the end of 2023. Please see full Publication below for more information. By: Bryan Cave Leighton Paisner

Corporation 171

Corporation Sale 171

JD Supra: Mergers

MAY 24, 2023

M&A and shareholder litigation is off to a busy start in 2023, with Delaware courts issuing several interesting opinions.

M&A 130

M&A Corporation Business 130

JD Supra: Mergers

JULY 28, 2023

This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other (..)

Mergers and Acquisitions 130

Mergers and Acquisitions Corporation Acquisitions Finance 130

JD Supra: Mergers

SEPTEMBER 20, 2024

Revising the merger control regime in India, the Ministry of Corporate Affairs on September 10 implemented certain provisions of the Competition Act, 2002 and Competition (Amendment) Act, 2023, and the Competition Commission of India (Combinations) Regulations, 2024.

Mergers 171

Mergers Corporation 171

JD Supra: Mergers

APRIL 30, 2024

Though 2023 ended in much the same way as it began, with global geopolitical instability and high interest rates, investment in Québec has remained active, particularly in the Montréal area.

Corporate Finance 183

Corporate Finance M&A Finance Finance 183

Global Newswire by Notified: M&A

SEPTEMBER 27, 2023

27, 2023 (GLOBE NEWSWIRE) -- Allkem Limited (ASX: AKE, “ Allkem ” or the “ Company ”) provides an update in relation to the proposed merger of equals between Allkem and Livent Corporation (“ Livent ”) announced to ASX on 10 May 2023 (“ Transaction ”). BRISBANE, Australia, Sept.

Corporation 80

Corporation Mergers 80

JD Supra: Mergers

AUGUST 4, 2023

On 19 July 2023, the Department for Business & Trade published draft regulations (the “Regulations”) which will introduce the new corporate reporting reforms that the Government promised with the conclusion of its Restoring Trust in Audit and Corporate Governance review.

Corporation 130

Corporation Government Trading Business 130

Global Newswire by Notified: M&A

JULY 23, 2023

BRISBANE, Australia, July 23, 2023 (GLOBE NEWSWIRE) -- Allkem Limited (ASX: AKE, “ Allkem ” or the “ Company ”) provides an update in relation to the proposed merger of equals between Allkem and Livent Corporation (“ Livent ”) announced to ASX on 10 May 2023 (“ Transaction ”).

Corporation 75

Corporation Mergers 75

JD Supra: Mergers

OCTOBER 13, 2023

On October 4, 2023, the U.S. Department of Justice (“DOJ”) announced a new Mergers & Acquisitions (“M&A”) Safe Harbor Policy to further encourage self-disclosures and provide companies with additional predictability in the M&A context.

M&A 171

M&A Mergers and Acquisitions Corporation Mergers 171

JD Supra: Mergers

OCTOBER 12, 2023

On October 4, 2023 at the Society of Corporate Compliance and Ethics' Compliance & Ethics Institute in Chicago, US Deputy Attorney General Lia A. By: Society of Corporate Compliance and Ethics

M&A 177

M&A Mergers and Acquisitions Corporation Mergers 177

JD Supra: Mergers

DECEMBER 18, 2023

This week we cover the following topics: This week we cover the following topics: TPR updates cybersecurity guidance; TPR sets out its expectations on corporate M&A; PPF finalises levy rules for 2024/25; PASA digital Jargon Buster – Generative AI and Large Language Models; Next edition of WNTW: 8 January 2024. By: Allen & Overy LLP

M&A 183

M&A Corporation IT 183

Global Newswire by Notified: M&A

NOVEMBER 13, 2023

13, 2023 (GLOBE NEWSWIRE) -- First Financial Corporation (NASDAQ: THFF) (“First Financial”) and SimplyBank. Upon completion of the merger, SimplyBank will merge into First Financial Bank, N.A. TERRE HAUTE, Ind. and DAYTON, Tenn., First Financial will pay $718.38 First Financial will pay $718.38

Corporation 81

Corporation Mergers Shares Banking 81

JD Supra: Mergers

OCTOBER 10, 2023

On October 4, 2023, Deputy Attorney General Lisa Monaco (the “DAG”) announced a new Mergers & Acquisitions (“M&A”) Safe Harbor Policy issued by the Department of Justice (“DOJ”) as part of her comments detailing increased enforcement efforts of national security related corporate crime and DOJ’s efforts to incentivize stronger compliance efforts. (..)

M&A 188

M&A Mergers and Acquisitions Corporation Mergers 188

JD Supra: Mergers

AUGUST 30, 2023

On July 13, 2023, the U.S. Court of Appeals for the Third Circuit declined to block the $315 million purchase of Imperial Sugar Company (“Imperial”) by United States Sugar Corporation (“U.S. Sugar”), rejecting the Department of Justice’s (“DOJ”) claim that the merger would violate antitrust law and increase prices.

Corporation 171

Corporation Mergers 171

JD Supra: Mergers

DECEMBER 27, 2023

On September 1, 2023, Vice Chancellor Paul A. Fioravanti, Jr.

Trading 177

Trading Corporation Business 177

JD Supra: Mergers

DECEMBER 28, 2023

Hong Cai, 2023 Del. 14, 2023), the Delaware Court of Chancery (Will, V.C.) In Segway Inc. LEXIS 643 (Del. dismissed a claim for breach of fiduciary duty brought by Segway Inc. the “Company”) against its former President and Vice President of Finance (the “Officer”).

Corporation 165

Corporation Finance Finance IT 165

JD Supra: Mergers

DECEMBER 14, 2023

The decision will potentially have far-reaching consequences for all Delaware corporations that have a controlling stockholder. The decision will potentially have far-reaching consequences for all Delaware corporations that have a controlling stockholder. By: Morgan Lewis

Mergers 159

Mergers Corporation Business 159

JD Supra: Mergers

OCTOBER 18, 2023

On October 4, 2023, during remarks before the Society of Corporate Compliance and Ethics, Deputy Attorney General (AG) Lisa Monaco unveiled a new US Department of Justice (DOJ)-wide safe harbor policy for voluntary self-disclosures made in connection with mergers and acquisitions (M&A).

M&A 171

M&A Mergers and Acquisitions Corporation Mergers 171