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Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed statutory formalities. We first look at the more flexible approach. By: Shearman & Sterling LLP
This recent Greenberg Traurig memo addresses the implications of the 2024 DGCL amendments that drafters of merger agreements, resolutions, and other corporate documents should keep in mind.
Business divorces are often messy. The reasons for business divorces vary – personality-driven disputes, disagreements over business direction, or timing and distribution of earnings.
The new HSR rules will fundamentally alter the premerger notification process, and substantially increase the burden on filing parties, who will need to provide significantly more information and documents with their initial filings.
and certain of its investment advisors and funds (collectively, KKR) systematically flouted the [notification and reporting] requirements of the Hart-Scott-Rodino Act (HSR Act or Act) by: (1) failing to make an HSR filing for two transactions; (2) altering documents in HSR filings for eight transactions; and (3) systematically omitting required.
These representations often serve two purposes: first to prompt a seller to make disclosure in a document called the Disclosure Schedule if a representation is untrue, and the other is to allocate the involved risks between buyer and seller if. In other words, statements about the business that the sellers promise are true.
See how model output can be more accurate when OpenAPI documents are used as a part of a prompt. A challenge for GenAI users is finding valid data for their prompts or Vector Databases.
Almost one year ago, Chancellor Kathaleen St. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement. Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. By: Allen Matkins
million for HeadSpin, a mobile app testing startup whose founder was sentenced for fraud earlier this year, according to documents viewed by TechCrunch. Canadian private equity firm PartnerOne paid $28.2 The fire sale was reported by TechCrunch last week.
RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents, which are often a contentiously negotiated aspect of a purchase agreement. By: DarrowEverett LLP
Attorneys and their clients alike favor both increasing efficiencies and achieving predictability in how deal documents would be analyzed if there is ever a dispute. By: DarrowEverett LLP
The simple reason is that many owners of LLCs, S Corporations, and even C Corporations do not keep up to date with business financial records and the documentation required to successfully sell or transfer a business. Why does it take so long to prepare your business for sale? By: Allen Barron, Inc.
Disclosure statements and plans contain considerable information, and the most pressing issues for a creditor can vary depending on the nature of the creditor’s claim and its relationship with the debtor. This is determined on a case-by-case basis.
In order to check fake GST registration, CBIC will assign a risk rating to all applications and tax officers will cross-verify the documents submitted by the applicants with municipal records.
As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC
John has blogged about the perils of emails & texts with books and records requests. Over on TheCorporateCounsel.net, Liz recently blogged about the quote that came out in connection with the SEC’s charges against Binance.
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms.
Allocation of merger control execution risk in deal documents therefore remains front of mind for buyers and sellers alike. Regulatory intervention levels are rising. The concerns of antitrust authorities and foreign investment (FDI) regulators are evolving and can be unpredictable. By: A&O Shearman
These challenges often center on intellectual property (IP) risks, licensing considerations, M&A due diligence, and documentation practices. Integrating AI tools into drug discovery introduces a mix of opportunities and challenges for startups and large pharmaceutical companies. By: Fenwick & West LLP
This 904-page resource covers a broad range of topics, including the mechanics of an M&A transaction, documentation, disclosure, tax, accounting, antitrust, contractual transfer restrictions, successor liability, antitakeover & fiduciary duties of directors and controlling stockholders.
Cisco DevNet presents at API Days Paris 2023 Year after year, this global event for API practitioners gets bigger. This year the event was held in the newly renovated CNIT Forest – a central and easy… Read more on Cisco Blogs
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court despite clear and explicit language in the documents. Jackson Milhollan v. Live Ventures, Inc.,
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. The Justice Department announced yet another version of its Evaluation of Corporate Compliance Programs.
On TheCorporateCounsel.net, I recently blogged about the 2023 amendments to the DGCL. The governor of Delaware signed those amendments into law on July 17th, and, with a few exceptions, they will be effective August 1st.
As a result, merging companies and their advisors are challenged to meet regulators’ ever-growing demands for internal documents. When a regulator refers a matter to Phase 2, requests for information (RFIs) require parties to identify and disclose internal documents relating to the proposed transaction.
The answer largely depends on whether they have or will have certain other startup documents in place. I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. By: Farrell Fritz, P.C.
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement ("NDA"). By: Winstead PC
10, 2024, to substantially amend the Hart-Scott-Rodino Act (HSR) premerger notification rules, HSR form and instructions, expanding the scope of information and documentation parties must submit in an HSR filing. The Federal Trade Commission (FTC) voted unanimously on Oct. By: Holland & Knight LLP
The report also suggested that REs may adopt Faceless / Straight Through Processes' (STPs) in order to close accounts, and/or accept, acknowledge, and track the communication by the customer
That proposal hinted that the New HSR Form would require significantly more detailed information and expand the amount and types of documents included with the filing. By: Polsinelli
The Canadian government has proposed giving the Minister of Innovation, Science and Industry the ability to direct the Competition Bureau to conduct market studies with the ability to compel production of related documents and testimony from market participants, among other amendments. By: Stikeman Elliott LLP
Indemnification obligations require one party to compensate the other for costs that arise relating to the performance (or lack thereof) of the terms the parties agreed to in the transaction documents. By: Amundsen Davis LLC
Together, the goal of these documents is to enhance and standardize fee and expense reporting and performance disclosure to private fund investors. On January 22, the Institutional Limited Partners Association (ILPA) released an update to its 2016 Reporting Template and unveiled a new Performance Template. By: Paul Hastings LLP
The final rule expands the scope of information and documents required to be disclosed for reportable transactions under the HSR Act. As a result of these changes, parties to transactions that are subject to. By: Robinson Bradshaw
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As we previously reported, the Federal Trade Commission (“FTC”) announced that it is amending and reorganizing the document requirements for pre-merger notifications under the Hart Scott Rodino Act (“HSR Act”), 15 U.S.C.
Let’s look at the process of getting a venture financing to closing, and the primary deal documents you can expect to see along the way. Whether you’re a first-time founder or a serial entrepreneur, the process of obtaining venture funding can be complicated and confusing. By: Wyrick Robbins Yates & Ponton LLP
Among other things, HSR notifications now require the submission of substantially more documents to the Federal Trade Commission and Department of Justice (collectively referred to as the Agencies). By: TransPerfect Legal
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