JD Supra: Mergers

JULY 23, 2024

On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “LP Act”), the Delaware Revised Uniform Partnership Act (the “Partnership Act”), (..)

Corporation 155

Corporation 155

JD Supra: Mergers

JUNE 3, 2024

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about.

Corporation 155

Corporation 155

JD Supra: Mergers

OCTOBER 18, 2024

On September 23, 2024, the Department of Justice’s (“DOJ”) Criminal Division announced significant changes to its Evaluation of Corporate Compliance Programs (“ECCP”), which prosecutors use in assessing the effectiveness of corporate compliance programs.

Corporation 177

Corporation IT 177

JD Supra: Mergers

AUGUST 2, 2024

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance; (ii) remedies for terminating merger agreements, including lost premium damages; and (iii) what form documents must be in for (..)

Corporation 155

Corporation Mergers Government 155

JD Supra: Mergers

MAY 1, 2024

Since the Corporate Transparency Act took effect on January 1, 2024, scammers have seized the opportunity to send notices to owners of recently formed companies offering “filing services.” The alert includes a. By: Robinson & Cole LLP

Corporation 299

Corporation 299

JD Supra: Mergers

OCTOBER 17, 2024

On September 23, 2024, the U.S. Department of Justice (DOJ) released an updated version of its guidance to prosecutors on the Evaluation of Corporate Compliance Programs (“ECCP”). By: Vinson & Elkins LLP

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Corporation IT 187

JD Supra: Mergers

SEPTEMBER 30, 2024

The Criminal Division of the US Department of Justice released a revised version of its Evaluation of Corporate Compliance Programs on September 23, 2024. The guidance is intended to help prosecutors assess the effectiveness of corporate compliance programs during a criminal investigation. By: Morgan Lewis

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Corporation IT 167

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.

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Corporation M&A IT 177

JD Supra: Mergers

APRIL 18, 2024

The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 10, 2024.

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Corporation M&A Government Business 177

JD Supra: Mergers

JULY 24, 2024

Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important antitrust considerations companies should have top of mind in 2024. By: Vinson & Elkins LLP

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Corporation Mergers 172

JD Supra: Mergers

OCTOBER 2, 2024

On September 23, 2024, the Department of Justice (DOJ) updated its Evaluation of Corporate Compliance Programs policy (ECCP), which outlines the key factors prosecutors consider when evaluating the effectiveness of a corporation’s compliance program in connection with charging decisions and resolutions.

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Corporation IT 167

JD Supra: Mergers

JUNE 21, 2024

27, 2024, corrected Mar. 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. 2023-0470 PRW (Del. By: Morris James LLP

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Corporation IT 161

JD Supra: Mergers

AUGUST 2, 2024

On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance community. The amendments are effective Aug. By: Kramer Levin Naftalis & Frankel LLP

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Corporation Government 161

JD Supra: Mergers

AUGUST 20, 2024

In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or who do not regularly employ activist tactics, such as institutional investors and individuals, including company insiders.

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Government Corporation Investors Funds 161

JD Supra: Mergers

JULY 19, 2024

On July 17, 2024, Governor John Carney signed into law several amendments to the Delaware General Corporation Law (“DGCL”) that are intended to address market uncertainty created by recent Chancery Court decisions.

Corporation 161

Corporation Business 161

JD Supra: Mergers

JANUARY 2, 2024

The Corporate Transparency Act (CTA), designed to combat the use of shell companies for illicit purposes and increase ownership transparency in corporate structures, takes effect on January 1, 2024.

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Corporation M&A 161

JD Supra: Mergers

AUGUST 2, 2024

The amendments to the Delaware General Corporation Law (DGCL) are effective yesterday, August 1, and will apply retroactively to agreements and contracts that a Delaware corporation entered into, or that a Delaware corporation’s board approved, on or before August 1, 2024.

Corporation 167

Corporation 167

JD Supra: Mergers

JULY 19, 2024

Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July 17, 2024, and will become effective on August 1, 2024.

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Corporation IT 167

JD Supra: Mergers

JANUARY 2, 2024

It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. During the final day of 2023, it was clear that FinCEN was preparing itself to begin the BOI reporting as of January 1, 2024. By: Bilzin Sumberg

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Corporation IT 187

JD Supra: Mergers

OCTOBER 13, 2023

Haemonetics Corporation announced on October 10th that it would be acquiring OpSens, Inc. The deal between the companies is expected to close by the end of January 2024, according to the press release. By: Knobbe Martens

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Corporation IT 172

JD Supra: Mergers

MAY 21, 2024

Earlier this month, the IRS released Revenue Procedure 2024-24, which sets forth new requirements for requests for private letter rulings ("PLRs") on corporate spin-off and split-off transactions.

Corporation 167

Corporation Stock IT 167

JD Supra: Mergers

MARCH 28, 2024

The Corporate Transparency Act (the “CTA”) went into effect on January 1, 2024, and requires certain corporate entities to file a report concerning beneficial ownership.

Corporation 161

Corporation 161

JD Supra: Mergers

SEPTEMBER 18, 2024

In the September edition of our Public Company Watch, we cover key issues impacting public companies, including updates regarding the most recent amendments to the Delaware General Corporate Law and the EU’s Corporate Sustainability Due Diligence Directive, the Federal Court’s striking down the FTC’s non-compete ban, the implications of the Loper and (..)

Corporation 182

Corporation 182

JD Supra: Mergers

JANUARY 8, 2024

The Corporate Transparency Act of 2020 took effect on January 1, 2024, adding new filing requirements for many companies that may find themselves involved in mergers and acquisitions. In the below legal update, the Seyfarth RWI Underwriting Counsel team describes the new filing. By: Seyfarth Shaw LLP

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Corporation Underwriting Mergers and Acquisitions Insurance 172

JD Supra: Mergers

AUGUST 19, 2024

On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring existing law surrounding stockholder and merger agreements in line with current market practice.

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Mergers Corporation 161

JD Supra: Mergers

AUGUST 8, 2024

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect.

Corporation 161

Corporation 161

JD Supra: Mergers

JULY 15, 2024

On January 1, 2024, federal law called the Corporate Transparency Act (“CTA”) took effect. The CTA aims to prevent money laundering, tax fraud, and other illegal activity by requiring companies to report basic identifying information and certain details about individuals with ownership and control.

Corporation 149

Corporation 149

JD Supra: Mergers

JULY 31, 2024

Much has been written about the Corporate Transparency Act (“CTA”), which was enacted on January 1, 2021, and went into effect on January 1, 2024. Briefly, the CTA requires “reporting companies” to disclose beneficial ownership information (“BOI”) to the federal government.

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Corporation Government Trading Investment 167

JD Supra: Mergers

MARCH 19, 2024

Executive Summary - - On March 7, 2024, the NSD of the DOJ issued an updated NSD Enforcement Policy to include a new section covering VSDs in connection with mergers and acquisitions. By: Akin Gump Strauss Hauer & Feld LLP

Corporation 172

Corporation Securities Mergers and Acquisitions Mergers 172

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

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Government Corporation Consulting IT 155

JD Supra: Mergers

JULY 18, 2024

The Corporate Transparency Act (“CTA”) was signed by Congress back in January of 2021, but the Beneficial Ownership Information Reports (“BOI Reports”) were not required until January 1, 2024. Naturally, any companies which wound up or were dissolved prior to January 1, 2024, do not need to file.

Corporation 177

Corporation 177

JD Supra: Mergers

JANUARY 8, 2024

Starting January 1, 2024, virtually all private companies will be required to report information about their beneficial owners to the Treasury Department’s Financial Crimes Enforcement Network “FinCEN”) under the Corporate Transparency Act (the “CTA”).

Corporation 187

Corporation Negotiation Economics Government 187

JD Supra: Mergers

JULY 31, 2024

On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective.

Corporation 161

Corporation 161

JD Supra: Mergers

MARCH 14, 2024

As many of you may have seen in the news, on March 1, 2024, a federal district court in Alabama found the Corporate Transparency Act (CTA) unconstitutional. The suit, National Small Business United v.

Corporation 172

Corporation Business Trading 172

Global Newswire by Notified: M&A

OCTOBER 21, 2024

International Petroleum Corporation (IPC or the Corporation) (TSX, Nasdaq Stockholm: IPCO) is pleased to announce that IPC repurchased a total of 106,800 IPC common shares (ISIN: CA46016U1084) during the period of October 14 to 18, 2024 under IPC’s normal course issuer bid / share repurchase program (NCIB).

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Corporation Shares 52

JD Supra: Mergers

MARCH 28, 2024

On March 1, 2024, Judge Liles C. Yellen that the Corporate Transparency Act (the “Act”) is unconstitutional. Burke of the Northern District of Alabama, Northeastern Division, ruled in U.S. The federal district court found the Act exceeds Congress’s constitutional power.

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Corporation Business Government Securities 172

Global Newswire by Notified: M&A

APRIL 15, 2024

April 15, 2024 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) and Macatawa Bank Corporation (“Macatawa”) (Nasdaq: MCBC) today jointly announced that they have entered into a definitive merger agreement for Wintrust to acquire Macatawa in an all-stock transaction. ROSEMONT, Ill. and HOLLAND, Mich.,

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Corporation Bank Banking Mergers 112