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Quicker and easier sharing of customer information relating to economic crime concerns between firms in the UK financial sector has been encouraged by provisions in the Economic Crime and Corporate Transparency Act 2023 (Act), which came into force on 15 January 2024. The UK Government published accompanying guidance in October 2024.
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become effective on August 1, 2024. No 2022-0666-KSJM, 2023 WL 7154477 (Del.
Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.
On September 17, 2024, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”) issued final “statements of policy” for transactions subject to the Bank Merger Act (“BMA”). By: Paul Hastings LLP
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.
2023 was a very significant year for every compliance practitioner and compliance program. While there was a paucity of corporate enforcement actions under the Foreign Corrupt Practices Act (FCPA), there were significant announcements from the Department of Justice (DOJ) which directly impact compliance professionals and compliance programs.
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
It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued its second final rule establishing the framework for access to and protection of beneficial ownership information (“BOI”) pursuant to the CTA.
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.
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.
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
The German Federal Court of Justice (BGH) clarified in a ruling on September 15, 2023 (V ZR 77/22) that sellers may not rely only on the information they put in a data room when fulfilling their disclosure obligations towards a buyer or investor.
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.
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
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.
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
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
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.
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.
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
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.
Pan-European banks, including Mediobanca and Deutsche Bank, seek senior dealmaker bench strength through high profile acquisitions. By: White & Case LLP
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
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
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.
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 (..)
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.
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.
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.
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.
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.
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 ”).
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
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.
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
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
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.
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. (..)
For example, in 2023, in the criminal context, DOJ issued a revised Corporate Enforcement Policy, the United States Attorneys Offices Voluntary Self-Disclosure Policy, and a Safe Harbor Policy for voluntary self-disclosures made in connection with mergers and acquisitions. By: Mintz - Health Care Viewpoints
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
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 (..)
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