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

APRIL 9, 2024

Change is an inevitable part of the corporate lifecycle. Corporations often find themselves at a crossroads where adapting to new market conditions, enhancing efficiency, or pursuing strategic growth becomes imperative. By: Dunlap Bennett & Ludwig PLLC

Corporation 172

Corporation 172

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

JD Supra: Mergers

MARCH 8, 2024

TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions.

Corporation 167

Corporation Public Trading Trading IT 167

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

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

JANUARY 2, 2024

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.

Corporation 187

Corporation IT 187

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

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 254

M&A Corporation Mergers and Acquisitions Collaboration 254

JD Supra: Mergers

JANUARY 24, 2024

Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax classifications.

Corporation 177

Corporation 177

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

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

JUNE 21, 2024

failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. Earlier this week, I noted that the stockholders of Fidelity Financial Inc. The vote was hardly decisive because more stockholders voted for the move than against it. Those who couldn't vote or be bothered to vote (i.e.,

Corporation 161

Corporation Broker IT 161

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

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

JUNE 21, 2024

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. 27, 2024, corrected Mar. By: Morris James LLP

Corporation 161

Corporation IT 161

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

JULY 31, 2024

As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following changes. Originally Published on American Bar Association, Business Law Today. By: Morris James LLP

Corporation 155

Corporation Business 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

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

MARCH 19, 2024

. - These updates follow repeated statements by senior DOJ leadership on the importance of addressing national security threats in the corporate context, and the related commitment to apply significant additional resources to corporate enforcement efforts in the national security realm. By: Akin Gump Strauss Hauer & Feld LLP

Corporation 172

Corporation Securities Mergers and Acquisitions Mergers 172

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

JANUARY 30, 2024

Pursuant to the Corporate Transparency Act (CTA), certain “Regulated Entities” must now file information concerning their beneficial ownership information (BOI) with the Financial Crimes Enforcement Network (FinCEN) so that the data can be accessed by law enforcement, the IRS, certain other agencies, and select financial services companies in a new (..)

Corporation 172

Corporation Financial Services Government Securities 172

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

AUGUST 9, 2024

For an organization to succeed in the market, it must have a solid reputation; negative public perception resulting from unethical conduct, adverse legal and regulatory actions, and harmful business practices can result in the loss of business, customers, and overall corporate value. By: Dunlap Bennett & Ludwig PLLC

Corporation 149

Corporation Management Business IT 149

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