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.
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.
Going-Private Transactions: Delaware's Analysis of Mergers and Tender Offers Involving Controlling Shareholders
Jones Day
While many companies obtained the IPO "brass ring" in the capital markets' most recent expansion, today many public companies are returning that prize by going private. The following discussion explores (i) the factors many public companies consider for going private, (ii) the predominant going-private transaction structures, and (iii) the fiduciary duties imposed by Delaware courts on boards evaluating such transactions involving controlling shareholders.
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.
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.
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.
Recent Developments in Delaware Law Concerning Standards of Judicial Review in Going Private Transactions
John F. Grossbauer,Mark A. Morton and Melony R. Anderson of Potter Anderson & Corroon LLP
In the past twenty years, Delaware's corporate law jurisprudence, particularly in the area of directors' fiduciary duties, has been transformed by the significant increase in hostile corporate takeovers, anti-takeover defensive measures, and merger and acquisition activity in general. Among other things, the last two decades witnessed refinements to the standards of judicial review traditionally used in evaluating claims that directors had breached their fiduciary duties, the advent of new standards of judicial review, and a proliferation of burden shifting doctrines, multi-part tests, and other rules governing judicial review of fiduciary duty claims.
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.
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.
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.
Structuring International Acquisition Transactions Part I
Philip T. Ruegger of Simpson Thacher & Bartlett LLP
Worldwide mergers and acquisitions volume for announced transactions in 1998 was cl.
Initial Evaluation And Development Of Legal Theories In Commercial Cases
William T Cahill of Cahill, Christian & Kunkle, Ltd.
General issues for both plaintiff and defendant.
Financial Services Report--Spring 1999
Behnam Dayanim and William C. Rand of Paul, Hastings, Janofsky & Walker LLP
This Report discusses how to negotiate e-finance hazards, and the Securities Litigation Uniform Standards Act of 1998.
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.
Third Circuit Rules on "Control Share" Voting Disqualification Under PA Statute
Cadwalader, Wickersham & Taft LLP
The United States Court of Appeals for the Third Circuit recently ruled on the voting disqualification of "control .
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 .