Corporate & Securities Law

FDIC Allows Non-Banks to Bid for Troubled Institutions

Posted on December 01, 2008
FDIC Allows Non-Banks to Bid for Troubled Institutions Last week, the FDIC announced a modified bidder qualification process that allows non-banks to bid on failed financial institutions. This new process is important given that the number of failed banks is...

House Bill Seeks to Prospectively Reverse IRS' Controversial Section 382 Notice

Posted on November 25, 2008
House Bill Seeks to Prospectively Reverse IRS' Controversial Section 382 Notice Last week, as noted in this memo, Representative Lloyd Doggett (D-Tex.) introduced a bill which would prospectively reverse controversial Internal Revenue Service Notice 2008-83...

CFIUS Issues Final Regulations

Posted on November 24, 2008
CFIUS Issues Final Regulations From Linda DeMelis: Last week, the Department of the Treasury's Committee on Foreign Investment in the United States (known as “CFIUS”) issued final regulations governing national security reviews of foreign investments in US companies...

November-December Issue: Deal Lawyers Print Newsletter

Posted on November 21, 2008
November-December Issue: Deal Lawyers Print Newsletter This November-December issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on: - Responding to Liquidity/Capital Constraints: The Joint Venture Decision Tree - Breaking Up is Hard...

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California Love

Posted on November 20, 2008
California Love - by John Jenkins, Calfee, Halter & Griswold LLP Looking for a sophisticated discussion of Delaware law concerning the effect of shareholder ratification on breach of fiduciary duty claims? How about an in-depth analysis of the current state...

Delaware Chancery Rules in Merrill Lynch vs. BofA

Posted on November 19, 2008
Delaware Chancery Rules in Merrill Lynch vs. BofA Last week, Francis Pileggi covered a recent Delaware Chancery Court decision regarding the merger of Merrill Lynch and Bank of America in his "Corporate & Commercial Litigation" Blog: In County of York...

A Quiet Windfall for US Banks

Posted on November 18, 2008
A Quiet Windfall for US Banks Last week, the Washington Post ran this front-page article entitled "A Quiet Windfall for US Banks." The article discussed Notice 2008-83 that the IRS issued back on September 30th. This Notice allows more effective...

Fundamentals of Investing in Public Companies

Posted on November 17, 2008
Fundamentals of Investing in Public Companies Tune in Wednesday for this DealLawyers.com half-day video webconference: “Fundamentals of Investing in Public Companies.” Thanks to Kirkland & Ellis, we are providing this conference to DealLawyers.com members so that they can learn the...

The Wachovia Shareholder Suit

Posted on November 13, 2008
The Wachovia Shareholder Suit - by John Jenkins, Calfee, Halter & Griswold LLP There is some interesting shareholder litigation in North Carolina’s Superior Court over Wells Fargo’s pending acquisition of Wachovia Corporation. In Ehrenhaus v. Baker, 2008 WL 4787584 (N...

NJ Court Applying Delaware Law Denies Motion for Preliminary Injunction

Posted on November 12, 2008
NJ Court Applying Delaware Law Denies Motion for Preliminary Injunction On October 28th, the Superior Court of New Jersey - in In re: Datascope Shareholders Litigation - denied plaintiffs motion to preliminarily enjoin the closing of a first step tender...

A New Chapter in the CSX Dispute

Posted on November 10, 2008
A New Chapter in the CSX Dispute As noted in this WSJ article, a Section 16(b) claim has been filed against the two hedge funds that were locked in a dispute with CSX Corp. earlier this year. A CSX shareholder...

Joyce v. Morgan Stanley: 7th Circuit Holds Board’s Financial Advisor Doesn't Owe Fiduciary Duty to Shareholders

Posted on November 06, 2008
Joyce v. Morgan Stanley: 7th Circuit Holds Board’s Financial Advisor Doesn't Owe Fiduciary Duty to Shareholders - by John Jenkins, Calfee, Halter & Griswold LLP In Joyce v. Morgan Stanley, 538 F.3d 797 (7th Cir. 2008), the Seventh Circuit recently...

FASB: Proposes Tweaks to FAS 141R, Business Combinations

Posted on November 05, 2008
FASB: Proposes Tweaks to FAS 141R, Business Combinations Last week, the FASB agreed at its board meeting to provide guidance on the soon-to-be-effective FAS 141R, Business Combinations by issuing a proposed FASB Staff Position regarding assets and liabilities arising from...

The "Santiago Principles": Now Available

Posted on November 03, 2008
The "Santiago Principles": Now Available A while back, I blogged that the recently-formed International Working Group of Sovereign Wealth Funds would soon be issuing a set of Generally Accepted Principles and Practices (GAPP). These “Santiago Principles” have now been issued...

Hexion-Huntsman Deal Hits a Snag: An Unusual Coda?

Posted on October 30, 2008
Hexion-Huntsman Deal Hits a Snag: An Unusual Coda? - Linda DeMelis, TheCorporateCounsel.net In July 2007, Hexion Specialty Chemicals, a portfolio company of private equity firm Apollo Management, agreed to acquire Huntsman Corporation for $10.6 billion (including assumed debt)...

FINRA Issues Guidance on Broker/Dealer Obligations regarding SPACs

Posted on October 29, 2008
FINRA Issues Guidance on Broker/Dealer Obligations regarding SPACs Recently, FINRA issued Regulatory Notice 08-54, which provides guidance on the structure, trends and broker/dealer conflicts of interest associated with SPACs. The Notice discusses broker/dealer suitability and disclosure obligations in connection with...

Formula Pricing in the Exchange Offer Context

Posted on October 20, 2008
Formula Pricing in the Exchange Offer Context Recently, the Corp Fin Staff acted on a no-action letter to Procter & Gamble. It builds upon the prior letters in the area of formula pricing in the exchange offer context. Prior letters...

Course Materials Now Available

Posted on October 16, 2008
Course Materials Now Available You are now able to obtain – and print out – the course materials related to our next week's Conferences: "Tackling Your 2009 Compensation Disclosures: The 3rd Annual Proxy Disclosure Conference" & "5th Annual Executive Compensation...

State Corporate Law Fallout from the Financial Bailout?

Posted on October 15, 2008
State Corporate Law Fallout from the Financial Bailout? - by John Jenkins, Calfee, Halter & Griswold LLP While the Treasury Department’s Troubled Assets Relief Program - know as "TARP" - does not directly address any state corporate law issues, if...

Antitrust Pitfalls to Avoid: Dealing with Potential Insolvency of Key Trading Partner

Posted on October 14, 2008
Antitrust Pitfalls to Avoid: Dealing with Potential Insolvency of Key Trading Partner Fred Houwen of Reed Smith recently wrote this in a firm alert: In the current economic climate, businesses are likely to take a keen interest in the ability...

Citigroup Withdraws Offer to Buy Wachovia Banking Operations

Posted on October 10, 2008
Citigroup Withdraws Offer to Buy Wachovia Banking Operations Here is a post by David Brown on Alston & Bird's new "Financial Markets Crisis Blog": Last night, Citigroup announced that it had ended negotiations with Wells Fargo over Wachovia, citing "dramatic...

September-October Issue: Deal Lawyers Print Newsletter

Posted on October 08, 2008
September-October Issue: Deal Lawyers Print Newsletter This September-October issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on: - Boards Can’t Watch a Sale Unfold from the Balcony: Nine Take-Aways from Lyondell -...

More on Wells Fargo's Exclusivity Agreement

Posted on October 07, 2008
More on Wells Fargo's Exclusivity Agreement Yesterday, John Jenkins blogged on the battle between Citigroup and Wells Fargo for Wachovia. Yesterday, Citi filed a $60 billion lawsuit over the battle. Here are a thoughts on Wells Fargo's exclusivity agreement: 1...

Citigroup, Wachovia & Wells Fargo: "Deal Jumping" is Alive and Well in the Financial Sector

Posted on October 06, 2008
Citigroup, Wachovia & Wells Fargo: "Deal Jumping" is Alive and Well in the Financial Sector - John Jenkins, Calfee, Halter & Griswold LLP A fascinating showdown appears to be brewing between Citigroup and Wachovia over the decision by Wachovia’s board...

After Omnicare: Delaware Chancery Court Denies Injunction Against Target Merger Agreement

Posted on October 02, 2008
After Omnicare: Delaware Chancery Court Denies Injunction Against Target Merger Agreement From Cliff Neimeth of Greenberg Traurig: In its first published consideration of the issue since the Delaware Supreme Court's 2003 decision in Omnicare v. NCS Healthcare, the Delaware Chancery...

Delaware Court of Chancery Directs Hexion/Huntsman Merger To Go Forward

Posted on October 01, 2008
Delaware Court of Chancery Directs Hexion/Huntsman Merger To Go Forward From Travis Laster: On Monday night, Delaware Vice Chancellor Lamb issued his much anticipated post-trial decision on the Hexion/Huntsman deal. In the opinion and implementing order, Vice Chancellor Lamb holds...

Interesting Times, Huh?

Posted on September 29, 2008
Interesting Times, Huh? - John Jenkins, Calfee, Halter & Griswold LLP As the financial markets careen from one crisis to another, it’s hard to find any good news to report about the deal economy. M&A volume is down, and it’s...

Noncontrolling Investments in Banking Organizations

Posted on September 26, 2008
Noncontrolling Investments in Banking Organizations On Monday, as Morgan Stanley and Goldman Sachs were being reorganized into bank holding companies, the Board of Governors of the Federal Reserve System issued a new policy statement on equity investments in banks and...

A Year After the Credit Crunch: Selected US Merger Statistics

Posted on September 23, 2008
A Year After the Credit Crunch: Selected US Merger Statistics Here is a recent survey that looks at some interesting comparisons of mergers in the US between the two 12-month periods of August 2006/July 2007 and August 2007/July 2008. No...

Will Uncle Sam be a Controlling Stockholder with Fiduciary Duties at AIG?

Posted on September 19, 2008
Will Uncle Sam be a Controlling Stockholder with Fiduciary Duties at AIG? Here is a guest blog from Steven Haas of Hunton & Williams: The bailout of AIG gave the Federal Reserve a warrant to obtain 79.9% of the company’s...

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