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.

Government 165

Government Corporation Investors Funds 165

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”). By: Farrell Fritz, P.C.

Corporation 192

Corporation Negotiation Economics Government 192

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 165

Corporation Accountant Economics M&A 165

JD Supra: Mergers

DECEMBER 18, 2024

On November 13, the Government Accountability Office (GAO) sustained a protest by DecisionPoint Corporation concluding that when the Air Force determined EmeSec, a wholly owned subsidiary of DecisionPoint, was ineligible for award for not having the correct certification, it improperly ignored the effect of a novation.

Accountant 152

Accountant Corporation Government IT 152

JD Supra: Mergers

JANUARY 30, 2024

By: Nelson Mullins Riley & Scarborough LLP

Corporation 177

Corporation Financial Services Government Securities 177

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 165

Corporation Government 165

JD Supra: Mergers

FEBRUARY 27, 2024

Introduction - The latest EY-Parthenon Deal Barometer reveals an anticipated 12% increase in corporate mergers and acquisitions (M&A) activity for the year 2024, with more than a third of CEOs actively planning to make an acquisition in the next 12 months. By: Onna Technologies, Inc.

Mergers and Acquisitions 205

Mergers and Acquisitions Mergers Acquisitions Government 205

JD Supra: Mergers

AUGUST 8, 2024

the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. N-able, Inc.,

Corporation 171

Corporation Government 171

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. By: Pillsbury Winthrop Shaw Pittman LLP

Corporation 171

Corporation Government Mergers 171

JD Supra: Mergers

MARCH 28, 2024

Yellen that the Corporate Transparency Act (the “Act”) is unconstitutional. The court ruled that none of the legislative powers identified by the government, including the Commerce Clause, Congress’ taxing power, its authority over foreign affairs and national security, and the Necessary and Proper.

Corporation 177

Corporation Business Government Securities 177

JD Supra: Mergers

APRIL 29, 2024

On April 18, 2024, the Financial Crimes Enforcement Network (FinCEN) released further guidance regarding to Corporate Transparency Act compliance (CTA) by updating and expanding the Beneficial Ownership Information Reporting Frequently Asked Questions regarding the Beneficial Ownership Information (BOI) Reporting Rule (FAQs).

Financial Institution 305

Financial Institution Government Corporation 305

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

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 159

Corporation Mergers Government 159

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.

Corporation 171

Corporation Government Trading Investment 171

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

JD Supra: Mergers

JUNE 21, 2024

When is a board of directors permitted to withhold information from one of its members?

Government 177

Government IT M&A Corporation 177

JD Supra: Mergers

JULY 6, 2023

On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form) the first revision in nearly two decades to key corporate governance and public takeover guidelines (such draft, the “2023 Guidelines”).

Government 100

Government M&A Corporation Economics 100

JD Supra: Mergers

MARCH 13, 2024

DOJ, FTC, and HHS jointly announced the launching of a cross-government public inquiry into increasing private equity and corporate involvement in health care, the latest announcement in a string of public statements from the federal government on the topic. By: Jones Day

Private Equity 171

Private Equity Government Investment Corporation 171

JD Supra: Mergers

APRIL 2, 2024

McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion. Sjunde Ap-Fonden v. Activision Blizzard, Inc.,

Negotiation 159

Negotiation Government Mergers Corporation 159

Deal Lawyers

JUNE 8, 2023

My colleague Liz Dunshee has a long-running “Women Governance Trailblazers” podcast over on TheCorporateCounsel.net. Recently, Liz & her co-host Courtney Kamlet interviewed Christina Bresani, who heads William Blair’s corporate advisory practice.

Government 100

Government Capital Raising Advisory M&A 100

JD Supra: Mergers

APRIL 24, 2024

There are five crucial areas of focus that will impact mergers, acquisitions and corporate governance going forward: New Hart Scott Rodino (HSR) rules are expected in weeks, not months. By: Stinson LLP

Mergers and Acquisitions 177

Mergers and Acquisitions Government Corporation Mergers 177

The Guardian: Mergers & Acquisitions

JANUARY 24, 2024

Move follows last-minute change in corporate structure of Barclay family’s UAE-backed consortium The government has said it intends to launch a second investigation into the Barclay family’s complex deal to transfer control of the Telegraph, after its UAE-backed consortium partner revealed a last-minute corporate structure change that has raised public (..)

Government 99

Government Corporation IT Mergers and Acquisitions 99

JD Supra: Mergers

JUNE 27, 2024

In the dynamic and ever-evolving landscape of mergers and acquisitions (“M&A”) and related corporate transactions, Delaware courts continue to play a pivotal role in shaping legal precedents and guiding corporate practices. By: Sheppard Mullin Richter & Hampton LLP

M&A 177

M&A Mergers and Acquisitions Corporation Government 177

JD Supra: Mergers

MARCH 12, 2024

On March 6, the Federal Trade Commission (“FTC”), the Department of Justice’s Antitrust Division (“DOJ”), and the Department of Health and Human Services (“HHS”) (the “Agencies”) announced that they were “launching a cross-government public inquiry into private equity and other corporations’ increasing control over health care.”.

Private Equity 183

Private Equity Equities Government Corporation 183

JD Supra: Mergers

DECEMBER 5, 2023

The past few months have seen numerous high-profile enforcement actions highlighting an increasing trend, what Deputy Attorney General Lisa Monaco called “the biggest shift in corporate criminal enforcement that I’ve seen during my time in government: the rapid expansion of national security-related corporate crime.”

M&A 192

M&A Securities Transportation Corporation 192

JD Supra: Mergers

JUNE 3, 2024

The lion’s share of cases we write about on New York Business Divorce involve consummated business relationships where the warring parties have clearly chosen the particular entity form governing their relations, whether it be partnership, corporation, or limited liability company. By: Farrell Fritz, P.C.

Business 171

Business Government Corporation Shares 171

Sidley Shareholder Litigation

JULY 1, 2024

Sidley is pleased to share the June 2024 issue of Sidley Perspectives on M&A and Corporate Governance , a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.

M&A 52

M&A Government Corporation Shares 52

Razorpay

JULY 25, 2023

Corporate accounting is a special kind of accounting meant for businesses to record and monitor money movement. Knowing how corporate accounting works and its role in facilitating the growth of a business is important because it plays a fundamental role in the smooth functioning of business financials. What is Corporate Accounting?

Accountant 98

Accountant Corporation Financial Statement Business 98

Cleary M&A and Corporate Governance Watch

JANUARY 22, 2024

Cleary Gottlieb partner Francesca Odell was interviewed by the Rock Center for Corporate Governance at Stanford University about the board of directors’ role in corporate DEI initiatives in light of recent Supreme Court decisions on affirmative action. To view the interview, click here or in the window below.

Government 52

Government Corporation 52

JD Supra: Mergers

APRIL 23, 2024

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA.

Government 177

Government Corporation Business 177

JD Supra: Mergers

APRIL 24, 2024

The government released proposed regulations this month implementing the excise tax imposed on repurchases of corporate stock that was enacted in 2022.

Stock 183

Stock Capital Government Corporation 183

JD Supra: Mergers

AUGUST 19, 2024

Investment is a cornerstone of corporate governance under Federal Decree-Law No. 32/2021 on Commercial Companies Law (Companies Law), where shareholders play a pivotal role in the financial health and prosperity of a company.

Profitability 171

Profitability Shares Investment Government 171

JD Supra: Mergers

MARCH 26, 2024

Mergers and acquisitions involving companies that conduct business with the federal government present a unique set of challenges. Several statutes and regulations are implicated in such corporate transactions, whether the federal government is a company’s smallest customer or its only customer. On March 18, 2024, U.S.

M&A 152

M&A Mergers and Acquisitions Government Corporation 152

European Investment Bank

JULY 3, 2024

The EIB Group report describes the EIB Group’s corporate governance practices, in place in 2023, which comprises data on the Bank’s governance and shareholding structure as of 31 December 2023.

Investment Banking 52

Investment Banking Government Corporation Banking 52

JD Supra: Mergers

SEPTEMBER 26, 2024

17, 2024, the Federal Deposit Insurance Corporation (FDIC) Board met to finalize an updated approach to increase scrutiny of bank mergers, particularly those that would result in a bank with over $100 billion in assets. These moves by regulators signal a new whole-of-government approach to competition in the banking sector.

Mergers 177

Mergers Banking Bank Insurance 177

JD Supra: Mergers

APRIL 18, 2024

Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 2024. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the board violated Section 251 of the DGCL in approving Activision Blizzard, Inc.’s

M&A 171

M&A Government Corporation Mergers 171

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