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Corporate & Securities Law

DealLawyers.com Blog

Contributions from the M&A community.
By Broc Romanek

Post Frequency: 0.9/day

Last Entry: July 13, 2009 at 09:35:07

The Nasdaq Proposes to List SPACs

Posted on February 26, 2008
The Nasdaq Proposes to List SPACs Last week, the Nasdaq Stock Market issued this proposal to create new listing standards that will relate to special purpose acquisition companies. Previously, even if a SPAC met Nasdaq's market and financial initial listing...

An Important New Fairness Opinion Decision

Posted on February 25, 2008
An Important New Fairness Opinion Decision Last week, the US Court of Appeals for the Seventh Circuit - in The HA2003 Liquidating Trust v. Credit Suisse Securities - affirmed the decision of US District Court for the Northern District of...

Class Action Lawsuit Filed re: Private Equity Bid Rigging

Posted on February 20, 2008
Class Action Lawsuit Filed re: Private Equity Bid Rigging Kevin Miller of Alston & Bird notes: Last Thursday, a class action complaint was filed in the US District Court for the District of Massachusetts against 16 private equity funds. The...

Investor Activism Tops Last Year's Record Pace

Posted on February 19, 2008
Investor Activism Tops Last Year's Record Pace Kaja Whitehouse of the WSJ wrote this article on Saturday: "Efforts by activist investors to fight for board seats, oppose mergers and otherwise shake up companies are on track to beat last year's...

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The "Forthright Negotiator Principle"

Posted on February 12, 2008
The "Forthright Negotiator Principle" From Kevin Miller of Alston & Bird: For those unfamiliar with the "Forthright Negotiator Principle" referred to in the URI decision, I came across the following in re-reading the In re: IBP, Inc. Shareholders Litigation decision:...

A New York (and Bankruptch) Market MAC Case: Solutia Seeks Specific Performance or $2.25 billion

Posted on February 11, 2008
A New York (and Bankruptcy) Market MAC Case: Solutia Seeks Specific Performance or $2.25 billion With our "MAC Clauses: All the Rage" webcast coming up next week, Kevin Miller of Alston & Bird notes a new case: Recently we have...

VC Strine Blesses Accommodation with Dissident Shareholder - But Emphasizes Need for Disclosure

Posted on February 07, 2008
VC Strine Blesses Accommodation with Dissident Shareholder - But Emphasizes Need for Disclosure Here is some analysis of a recent Delaware case from Davis Polk & Wardwell: In light of surging shareholder activism, boards and issuers may be interested in...

Guttman v. McGinnis (or Netsmart Through the Looking Glass)

Posted on February 04, 2008
Guttman v. McGinnis (or Netsmart Through the Looking Glass) From Kevin Miller of Alston & Bird: A couple of weeks ago, Vice Chancellor Lamb of the Delaware Chancery Court ruled on a Motion to Schedule a Preliminary Injunction Hearing and...

Financial Advisor Disclosure: Globis Partners v. Plumtree

Posted on January 30, 2008
Financial Advisor Disclosure: Globis Partners v. Plumtree From Kevin Miller of Alston & Bird: In a recent Delaware Chancery Court decision - Globis Partners v. Plumtree - the court granted defendants' motion to dismiss claims alleging, among other things, that...

January-February Issue: Deal Lawyers Print Newsletter

Posted on January 28, 2008
January-February Issue: Deal Lawyers Print Newsletter This January-February issue includes articles on: - Fairness Opinions after Revised NASD Rule 2290: Models & Analysis - Navigating a Loan-to-Own Transaction: 11 Steps - Practical Guidelines for Special Committees - Perspectives from an...

The FTC's New HSR Filing Thresholds (and Recent Enforcement Actions)

Posted on January 24, 2008
The FTC's New HSR Filing Thresholds (and Recent Enforcement Actions) Last week, the Federal Trade Commission - the agency charged with administering the Hart-Scott-Rodino Act - approved the new annual HSR Act notification thresholds, by nudging them up a little...

IASB Adopts Business Combination Accounting Changes

Posted on January 18, 2008
IASB Adopts Business Combination Accounting Changes As noted in this press release, the IASB completed the second phase of its business combinations project last week by issuing a revised version of IFRS 3 and an amended version of IAS 27....

Is Wall Street Trading Ahead of Deals They Are Advising?

Posted on January 15, 2008
Is Wall Street Trading Ahead of Deals They Are Advising? Yesterday's WSJ ran this provocative article about a recent study that suggests that some investment banks are trading on deals they are working on - before the deals are announced....

More on the Recent MAC Clause Cases

Posted on January 14, 2008
More on the Recent MAC Clause Cases There continues to be a lot of commentary regarding the recent decision in the Finish Line/UBS Securities LLC litigation, decided by the Tennessee Court of Chancery (Chancellor Ellen Hobbs Lyle). We have posted...

ABA's "2007 Strategic Buyer/Public Target Deal Points Study"

Posted on January 09, 2008
ABA's "2007 Strategic Buyer/Public Target Deal Points Study" A few months ago, the Committee on Negotiated Acquisitions of the American Bar Association�s Section of Business Law released its "2007 Strategic Buyer/Public Target M&A Deal Points Study." We have posted a...

The SEC Is Looking for a New M&A Chief

Posted on January 04, 2008
The SEC Is Looking for a New M&A Chief Corp Fin has posted the job opening (if you click this, give it a few seconds to go to the posting) for the spot vacated by Brian Breheny - Chief of...

Tennessee Court Orders Specific Performance to Complete Acquisition

Posted on January 03, 2008
Tennessee Court Orders Specific Performance to Complete Acquisition Last week - just after a Delaware court denied specific performance in the Cerberus�United Rentals decision - an opposite conclusion was found in Genesco v. Finish Line, 07-2137, Chancery Court for the...

SEC's Registration Filing Fees Finally Set for '07-'08

Posted on December 28, 2007
SEC's Registration Filing Fees Finally Set for '07-'08 As noted in this press release/fee rate advisory #6 issued yesterday, President Bush signed the appropriations bill that includes funding for the SEC on December 26th. As a result, effective December 31st,...

URI v. Ram Post-Trial Opinion: No Specific Performance

Posted on December 26, 2007
URI v. Ram Post-Trial Opinion: No Specific Performance On Friday, in this post-trial opinion, Chancellor Chandler holds that URI cannot compel specific performance of its merger agreement with the RAM entities, which are acquisition subsidiaries for Cerberus...

URI v. RAM: Chancellor Rules Parts of Expert Report Inadmissible

Posted on December 18, 2007
URI v. RAM: Chancellor Rules Parts of Expert Report Inadmissible In our "M&A Litigation" Portal, we have posted a copy of this 3-page ruling from Chancellor Chandler in the URI case in which he ruled that significant parts of an...

KPMG's 1600 Investment Bankers

Posted on December 13, 2007
KPMG's 1600 Investment Bankers According to these league tables, KPMG is a leading middle market financial adviser - with 1,600 investment bankers - operating in 52 countries. Apparently, KPMG�s Corporate Finance practice has ranked first or second on the M&A...

Best Ever? Choice of Law Clause

Posted on December 12, 2007
Best Ever? Choice of Law Clause An "oldie, but goodie" from the "Above the Law" Blog: An associate at an LA law firm sent us the following language, found in the governing law/disputes section of a software license agreement: "This...

More on URI's Request for Specific Performance

Posted on December 06, 2007
More on URI's Request for Specific Performance Back on Monday, I blogged some analysis from Kevin Miller of Alston & Bird about why deference is not generally appropriate when granting extraordinary permanent relief such as specific performance. Then, in his...

The FASB/IASB Convergence Begins: New FAS 141(R)

Posted on December 05, 2007
The FASB/IASB Convergence Begins: New FAS 141(R) On Tuesday, the FASB issued FAS 141(R), Business Combinations. Here is an excerpt from the FASB's press release: "The new standards represent the completion of the FASB�s first major joint project with the...

URI's Request for Specific Performance: The Elephant in the Room

Posted on December 04, 2007
URI's Request for Specific Performance: The Elephant in the Room From Kevin Miller of Alston & Bird: With the recent spate of busted buyouts, the legal and financial community - as well as the press - have devoted significant time...

"Walk Away" Numbers

Posted on November 28, 2007
"Walk Away" Numbers Another gem from Mark Borges' Blog: Following my post last month concerning the difference between the estimated total compensation that an executive will receive when he or she leaves a company (the so-called "walk away" number) and...

Analysis: Cerberus/United Rentals MAC Clause Dispute

Posted on November 26, 2007
Analysis: Cerberus/United Rentals MAC Clause Dispute Geoffrey Parnass gives us the following thoughts from his blog - "PrivateEquityLawReview.com" - about the Cerberus/United Rentals spat: Does Cerberus have the unilateral right to walk away from its deal with United Rental and...

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