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Bricker Graydon LLP

Don’t Overlook these Key Assets in Preparing Your Business for Sale

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Well-known and respected business consulting and advisory firm Ocean Tomo reports that within the last quarter century, intellectual capital has emerged as the leading asset class for businesses comprising the S&P500. ...more

Herbert Smith Freehills Kramer

Takeovers Panel drops a suite of new considerations for voting intention statements

In the recent decision in Re Dropsuite Limited [2025] ATP 10, the Takeovers Panel concluded that a voting intention statement given by a substantial shareholder in the usual form was ‘ambiguous’ as to whether that shareholder...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at...more

Proskauer Rose LLP

SPAC Procedural Issues & Risks

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Viewed as involving fewer regulatory hurdles than an IPO, SPACs became the most popular way to take a company public in 2020, and deal volume continued to rise in 2021. This increase in popularity brings increased attention...more

Hogan Lovells

2021 securities, shareholder, and M&A litigation outlook - April 2021

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One year ago, when we were finalizing our outlook for 2020, the world was in the early throes of the COVID-19 pandemic. While we anticipated that 2021 would bring many new challenges, few, if any, of us predicted at the time...more

Hogan Lovells

Takeover Panel response statement (2020/1): conditions to offers and the offer timetable

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The Takeover Panel has just published its response statement (2020/1) making important changes to the Takeover Code regarding offer conditionality and timetable. They take effect on 5 July 2021 and will apply in relation to...more

Hogan Lovells

Public Takeovers in Germany

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Welcome to the fourth edition of our “Public Takeovers in Germany” newsletter. It provides an overview of public takeovers carried out in Germany in 2020 under the German Securities Acquisition and Takeover Act (WpÜG) and of...more

Mayer Brown Free Writings + Perspectives

SEC Amends Financial Disclosure Rules for Merger & Acquisition Transactions

Introduction - This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more

Hogan Lovells

SEC amends rules on financial reporting of business acquisitions and dispositions

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The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more

Stinson LLP

SEC Simplifies Accounting Disclosures for "Significant" M&A Transactions

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The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more

Stinson - Corporate & Securities Law Blog

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect

In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more

Stinson - Corporate & Securities Law Blog

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more

Stinson - Corporate & Securities Law Blog

Court Abrogates Disclosure Settlement Related to Merger Transaction

In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG.  The plaintiffs in these cases sued Akorn and...more

McDermott Will & Emery

SEC Proposed Hedging Transaction Disclosure Rules

Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of...more

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