The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more
Please join Williams Mullen partners Larry Parker and Will Halliday as they discuss the proxy solicitation process in public company M&A. Companies with a class of securities registered under the Securities Exchange Act of...more
The purpose of this document is to provide an overview of the key developments around reforming the UK capital markets regime following Lord Hill’s UK Listings Review, launched on 19 November 2020 as part of the UK...more
Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website. Paragraph 2 of the form states...more
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more
Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more
The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more
This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more