JD Supra: Mergers

OCTOBER 22, 2024

On September 13, 2024, in the Federal Register, the Treasury and IRS published proposed regulations implementing the corporate alternative minimum tax (“CAMT”).

Corporation 278

Corporation Accountant Government IT 278

JD Supra: Mergers

NOVEMBER 20, 2024

On November 15, David Hughes presented at the Practicing Law Institute’s three-day conference on “Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024” held in Chicago and on-line.

M&A 167

M&A Corporation Finance Finance 167

Mergers and Inquisitions

OCTOBER 30, 2024

Corporate finance jobs at normal companies are bad … …if you’re using them to break into a deal-based field, such as investment banking , private equity , or venture capital , or as a “Plan B” if you interview around but do not get into one of these. In my view, corporate finance jobs are not ideal “stepping stone roles.”

Corporate Finance 105

Corporate Finance Finance Finance Corporation 105

JD Supra: Mergers

AUGUST 24, 2023

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.

Corporation 225

Corporation Business 225

JD Supra: Mergers

OCTOBER 14, 2024

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.

Economics 289

Economics Corporation Shares Government 289

Midaxo

AUGUST 25, 2023

Cloud computing has revolutionized the way companies operate, collaborate and make strategic decisions, especially in the realm of corporate dealmaking. In this post, we’ll explore the profound impact of cloud technology on corporate dealmaking and how it has reshaped the landscape of mergers, acquisitions, divestitures and beyond.

Corporation 246

Corporation Collaboration Mergers and Acquisitions Negotiation 246

JD Supra: Mergers

FEBRUARY 19, 2025

On Monday, Delaware State Senator Bryan Townsend introduced Senate Bill 21 which would, among other things, statutorily define "controlling stockholder" and substantially change the rules governing the "cleansing" of controlling stockholder transactions.

Corporation 167

Corporation IT Government 167

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.

Corporation 177

Corporation M&A Government Business 177

JD Supra: Mergers

JULY 24, 2024

According to the latest statistics from Delaware’s Division of Corporations, 68.2% of all Fortune 500 companies are incorporated in the Delaware, 79% of US-based IPOs in 2022 listed Delaware as their “corporate home,” and there were 313,650 total business entity formations in 2022 in Delaware. By: Foley & Lardner LLP

Corporation 172

Corporation IPO Business 172

JD Supra: Mergers

OCTOBER 1, 2024

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss.

Corporation 161

Corporation 161

Midaxo

DECEMBER 11, 2023

Inorganic growth through M&A and corporate development has become an integral strategy for companies seeking innovation and competitive advantage. Continuous Learning M&A and corporate development transactions offer unique learning experiences. Live playbooks help rectify these costly blunders.

M&A 263

M&A Corporation Mergers and Acquisitions Collaboration 263

JD Supra: Mergers

MARCH 10, 2025

Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Associations Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the states statutory protections for corporations and their directors, officers, and controlling stockholders. By: Alston & Bird

Corporation 161

Corporation Securities 161

JD Supra: Mergers

OCTOBER 4, 2024

The Justice Department announced yet another version of its Evaluation of Corporate Compliance Programs. As everyone knows, the Justice Department’s guidance carries talismanic significance — it is an important document that provides valuable direction on the design and implementation of an effective compliance program.

Corporation 182

Corporation IT 182

JD Supra: Mergers

FEBRUARY 24, 2025

21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL). On February 17, 2025, Senate Bill No. By: Fenwick & West LLP

Corporation 167

Corporation 167

JD Supra: Mergers

AUGUST 5, 2024

This briefing is the seventh in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks developments identified in our previous briefings and outlines new matters of interest.

Government 172

Government Corporation Advisory 172

JD Supra: Mergers

OCTOBER 24, 2024

Welcome to the Conyers BVI Corporate Review for Q3 2024. In this edition we cover the upcoming annual return filing deadlines for BVI companies, recent headline transactions, recent publications and British Virgin Islands incorporation statistics. By: Conyers

Corporation 167

Corporation 167

JD Supra: Mergers

FEBRUARY 28, 2025

Below are five key takeaways for corporate counsel. The FTCs new Hart-Scott-Rodino rule, which we described in a previous publication, took effect earlier this month. By: Robinson Bradshaw

Corporation 155

Corporation 155

JD Supra: Mergers

AUGUST 23, 2024

I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. filed a preliminary information statement with the Securities and Exchange Commission disclosing that its stockholders had "approved the re-domestication of the Company from a Delaware corporation to a Nevada corporation".

Corporation 167

Corporation Securities IT 167

JD Supra: Mergers

OCTOBER 15, 2024

Corporate Venture Capital (CVC) slowed to its lowest share of total VC deals since 2014 in the second quarter of 2024. Pitchbook data shows that just over 978 corporates have made a VC deal in the United States so far in 2024. Only 23.3% of deals that were completed include a CVC investor in Q2.

Corporation 161

Corporation Capital Finance Finance 161

JD Supra: Mergers

JUNE 27, 2024

The Delaware Supreme Court ruled in In re Fox Corporation/Snap Inc. that corporations do not need to seek votes from each stockholder class to approve charter amendments exculpating officers. In the first quarter of 2024, Delaware courts issued several noteworthy opinions.

Corporation 167

Corporation M&A 167

JD Supra: Mergers

OCTOBER 1, 2024

UK & European Financial Services M&A: Sector Trends H2 2023 | H1 2024 — Brokers / Corporate Finance - Mid-market investment banks consolidate at the fastest rate yet—Panmure Gordon & Liberum, Redburn (Europe) & Atlantic Equities and Cenkos Securities & FinnCap Group mergers reshape the City skyline.

Corporate Finance 172

Corporate Finance Broker Finance Finance 172

JD Supra: Mergers

JULY 9, 2024

Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers. The UK government is cracking down on corporates turning a blind eye to fraud and other economic crime. By: Latham & Watkins LLP

Corporation 161

Corporation Accountant Economics M&A 161

JD Supra: Mergers

OCTOBER 9, 2024

The Corporate Transparency Act (CTA) requires “reporting companies” to report certain beneficial ownership information (BOI) to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) in order to enhance corporate transparency in the United States. By: Burr & Forman

Corporation 177

Corporation 177

JD Supra: Mergers

JULY 11, 2024

Will state corporate law power fracture into an Eastern empire in Wilmington and a Western empire in Austin or Sin City? For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). By: Woodruff Sawyer

Corporation 182

Corporation Capital Market Capital 182

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

Corporation 167

Corporation IT 167

JD Supra: Mergers

APRIL 4, 2024

DOJ has been on a public relations campaign to push a simple message for corporations: if companies learn of misconduct, companies should disclose such misconduct to earn valuable benefits.

Corporation 204

Corporation IT 204

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

Corporation 172

Corporation Mergers 172

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

OCTOBER 9, 2024

Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. a Nevada corporation, filed a registration statement on Form S-4 in connection with a proposed reverse triangular merger with TuHURA Biosciences, Inc.,

Corporation 161

Corporation Mergers Shares 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.

Corporation 161

Corporation Government 161

JD Supra: Mergers

OCTOBER 14, 2024

By: Farrell Fritz, P.C.

Corporation 172

Corporation IT 172

JD Supra: Mergers

JANUARY 31, 2025

The Department of Justice (DOJ) has alleged in a complaint filed in the Southern District of New York on January 14, 2025 that KKR & Co.

Corporation 161

Corporation Funds Investment IT 161

JD Supra: Mergers

AUGUST 8, 2024

This included a provision purporting to allow those stockholders to remove directors while holding less than a majority of the voting power and that the Delaware General Corporation Law (the DGCL) does not authorize a corporate charter to incorporate substantive provisions of a stockholders agreement by reference because.

Corporation 167

Corporation Government 167

JD Supra: Mergers

OCTOBER 17, 2024

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

Corporation 187

Corporation IT 187

JD Supra: Mergers

SEPTEMBER 4, 2024

What Steps Does a Board Need to Take to Ratify a Defective Corporate Act? Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act occurred, (c) the nature of the failed authorization and (d) a statement that the board approves the ratification.

Corporation 155

Corporation 155

JD Supra: Mergers

SEPTEMBER 4, 2024

The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid and enforceable agreements with stockholders concerning certain governance rights regardless of whether such rights are expressly provided for in a corporation’s charter.

Corporation 167

Corporation Government Mergers 167

JD Supra: Mergers

NOVEMBER 15, 2024

Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity of stockholder agreements following the Moelis decision (Wagner v. BRP Group Inc.),

M&A 155

M&A Corporation 155