The 2013 Amendments to the Delaware General Corporation Law
Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more
The Securities and Exchange Commission (SEC) has recently updated Compliance and Disclosure Interpretations (C&DIs) regarding lock-up agreements and tender offers, offering notable clarifications for corporations considering...more
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more
Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers....more
On March 17, 2023, the Staff of the Securities and Exchange Commission provided updated compliance and disclosure interpretations relating to tender offers and exchange offers. The new guidance is reprinted here for ease of...more