The 2013 Amendments to the Delaware General Corporation Law
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
The EU’s new regime for tackling foreign subsidies will kick in on 12 July 2023. On 10 July 2023, the European Commission (Commission) published the final text of the Implementing Regulation (Final IR) on proceedings...more
“Welcome to Morgan Lewis’s Takeover Monitor Germany. This publication aims to provide funds, public and private companies, and other entities involved in capital markets transactions with a regular documentation of current...more
The Morgan Lewis takeover monitor documents public tender offers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of August 18, 2022. PUBLIC TENDER...more
The U.S. Securities and Exchange Commission (SEC) charged nine individuals with insider trading in three separate actions on July 25, 2022, alleging the misconduct resulted in ill-gotten gains totaling more than $6.8 million....more
With this issue we supplement the documentation of public tender offers in Germany by our Morgan Lewis takeover monitor for Morgan Lewis clients and interested persons with respect to recent judgments of the German Federal...more
Got a great opportunity but need more funding? Want to raise money for your new startup in a compliant way? Compliance with federal and state laws are a crucial part of business transactions, including mergers and...more
This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...more
On April 23, 2019, the Supreme Court dismissed the writ of certiorari as “improvidently granted” in a closely-watched appeal raising the question whether an assertion of mere negligence is sufficient to plead and prove a...more
One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more
On April 15, 2019, the Supreme Court heard argument in a closely-watched case asking whether mere negligence is sufficient to plead and prove a claim under Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange...more
The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
On January 4, 2019, the United States Supreme Court granted a petition for writ of certiorari concerning whether Section 14(e) of the Securities Exchange Act of 1934 includes an implied private right of action for negligent...more
Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more
Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more
Varjabedian ruling challenges long-standing precedent of scienter requirement. Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more
Since the introduction by the Capital Market Authority (the “CMA”) of the Kingdom of Saudi Arabia (the “Kingdom”) of the Merger and Acquisition Regulations approved by the Board of the CMA pursuant to its Resolution No....more
As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more
Notwithstanding reports earlier this year of transactions that either failed to close (GO Scale / Lumileds; Tsinghua Unisplendour / Western Digital), lost out to competing U.S. bids (China Resources / Fairchild) or were...more
The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more