SEC Adopts New Rules For Cross-Border Transactions
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission (the "SEC") recently adopted tender offer and registration exemptive r.
Structuring International Acquisition Transactions Part II
Philip T. Ruegger of Simpson Thacher & Bartlett LLP
With much of the current U.S. cross-border merger activity taking place with European, Canadian and Japanese companies, this discussion will highlight some of the regulatory schemes and other legal issues that a U.S. company would have to comply with when acquiring an English, French, German, Canadian or Japanese company.
Delaware Court Enjoins Supermajority Bylaw Adopted During Contest For Control
Seth Goodchild of Weil, Gotshal & Manges LLP
This article discusses a Delaware Court decision that enjoined a bylaw amendment requiring a supermajority vote of its shareholders to amend the bylaws adopted during a contest for control.
SEC Developments -- Offshore Press Activities
Coudert Brothers LLP
On October 10, 1997, the SEC adopted two new safe harbors for offshore press activities (including offshore press.
Tender Offer Enjoined To Preserve Noteholders' Rights
Jacqueline B. Stuart and Theresa V. Brown-Edwards of Weil, Gotshal & Manges LLP
This article discusses the Federated Strategic Income Fund v. Mechala Group Jamaica Ltd. decision whereby the issue of tender offers is reviewed.
Del. Ch. Strikes Down Defensive Supermajority Bylaw As Disproportionate to Threat Posed by Hostile Takeover
Cadwalader, Wickersham & Taft LLP
The Delaware Chancery Court recently struck down a supermajority bylaw adopted by a board of directors as a defensi.
Legal Considerations Involved In International Debt Tender Offers And Other Repurchase Transactions
Christopher B. Mead of Sidley Austin LLP
Recent turmoil in emerging markets has made repurchasing debt securities increasingly attractive to issuers.
D.N.J. Court Dismisses Claims Arising Out of Failed Cendant-ABI Merger Agreement: Alleged Fraud Not "in Connection with" Security Purchases
Cadwalader, Wickersham & Taft LLP
The United States District Court for the District of New Jersey recently held that statements made by an acquiring .
SEC Adopts New Merger & Acquisition Rules
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission (the "SEC") recently enacted a series of final rules encompassing a ne.
Anatomy of the Acquisition of an Escrow Company
Ferruzzo, Thomas G. of Foster & Foster
During the last several of years, various forces, including the sluggish real estate market and the less than extra.
Securities Alert--November 1999
Akin Gump Strauss Hauer & Feld LLP
The Securities and Exchange Commission (SEC) has adopted new rules, effective January 24, 2000, which, among other things, update and simplify the rules and regulations applicable to takeover transactions (including tender offers, mergers, acquisitions and similar extraordinary transactions) and allow increased communications with security holders and the markets.