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Searching Content indexed under M&A/Private Equity by Reed Smith ordered by Published Date Descending.
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1
Government Contracts M&A Moving At Breakneck Speed: Contractors Advised To Slow Down And Ensure Compliance
The pace at which government contractors are engaging in mergers & acquisitions has increased notably in recent years, as a stream of recent stories in the Washington Post and New York Times have reported.
United States
6 Oct 2017
2
Reps & Warranties Insurance Case Highlights the Need for New Expertise and Old-Time Common Sense
A rare lawsuit concerning coverage under a reps & warranties policy presents two issues of interest to M&A lawyers:
United States
18 May 2017
3
Individual Investors Pay Civil Penalties For Failing To Report Acquisitions Of Voting Securities To The Federal Trade Commission
The Hart-Scott-Rodino Act ("HSR Act") requires companies and individuals to report large transactions above certain thresholds to the Federal Trade Commission ("FTC") and the Department of Justice ("DOJ"), and then to observe a 30-day waiting period before closing their transactions. In two recent cases, investors resolved FTC allegations that they failed to observe these requirements by paying hundreds of thousands of dollars in civil penalties.
United States
30 Jan 2017
4
Federal Trade Commission Announces Adjusted HSR Thresholds for 2017
On January 19, 2017, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) ("HSR").
United States
21 Jan 2017
5
Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection
In Volcano, the court granted the defendants' motion to dismiss claims challenging a two-step merger.
United States
21 Jul 2016
6
Top Courts In Delaware And New York Affirm Business Judgment Rule Protection Where Procedural Safeguards Are Followed
On May 6, 2016, in Singh v. Attenborough, the Delaware Supreme Court held that "a fully informed, uncoerced vote of the disinterested stockholders invoked the business judgment rule standard of review".
United States
17 May 2016
7
Private Equity Funds Liable for Withdrawal Liability Although Each Had Less Than 80% Ownership
It's Part 2 of one of the most important withdrawal liability cases in a decade...
United States
1 Apr 2016
8
Federal Trade Commission Announces Adjusted HSR Thresholds for 2016
On January 21, 2016, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a).
United States
26 Jan 2016
9
Financial Advisor Conflicts Of Interests: Rural/Metro And Other Recent Cases
In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board's financial advisor has a conflict of interests.
United States
14 Dec 2015
10
Reed Smith To Host New York Event For Deal Dimensions Life Lines: Life Science M&A And The Rise Of Personalised Medicine
Reed Smith will host a launch event regarding the report in their New York office on Tuesday, December 1st, from 12:00 PM ET – 1:00 PM ET.
United States
 
11 Nov 2015
11
Delaware Court Of Chancery Cautions Directors: Be Vigilant In Recognizing Advisor's Conflict Of Interests
Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd.
United States
22 Oct 2015
12
Oil Price Decline: Positioning For Turnaround Or Sale
As a reaction to the dramatic oil price volatility, many energy companies plan to streamline operations by reducing work force and shedding assets.
United States
4 Feb 2015
13
Top Ten Things To Know About Representations And Warranties Insurance
Representations and Warranties insurance has quickly risen to become a standard topic of discussion in many merger and acquisitions transaction negotiations.
United States
23 Jan 2015
14
SEC Announces 2015 Exam Priorities
The SEC Office of Compliance Inspections and Examinations ("OCIE" or the "Staff") recently released its 2015 Exam Priorities.
United States
21 Jan 2015
15
Delaware Court Of Chancery Applies Business Judgment Rule To Directors Who Approve Merger Supported By Large Shareholders
In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach of fiduciary duty asserted against directors who approve a merger that is supported by and favorable to large shareholders
United States
21 Nov 2014
16
Can Undue Concentration In Financial Companies Threaten Market Stability? New Federal Reserve Merger And Acquisition Regulation Seeks To Prevent Risk
The Federal Reserve Board issued a final rule prohibiting financial companies from merging if the ratio of the resulting entity’s liabilities would exceed 10 percent of the aggregate consolidated liabilities.
United States
18 Nov 2014
17
Delaware Supreme Court Affirms Criteria For Applying The Business Judgment Rule To Controlling Stockholder Going-Private Transactions
In "Kahn, et al. v. M & F Worldwide Corp., et al.", the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a controller’s buyout of its subsidiary is entitled to judicial review under the deferential "business judgment" standard.
United States
27 Mar 2014
18
Financial Advisor Found Liable For Aiding And Abetting Director Breaches Of Fiduciary Duties In Connection With Cash-Out Merger
In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC ("RBC") liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438 million buyout of Rural/Metro Corporation ("Rural").
United States
17 Mar 2014
19
Federal Trade Commission Announces Adjusted HSR Thresholds For 2014
On January 17, 2014, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) ("HSR").
United States
22 Jan 2014
20
'All' Means All: The Attorney-Client Privilege And Corporate Mergers In Delaware
On November 15, 2013, in an opinion by Chancellor Strine, the Delaware Court of Chancery held that, under Delaware law, following a corporate merger, the attorney-client privilege passes to the surviving corporation unless the parties contractually agree otherwise.
United States
22 Nov 2013
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