In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more
3/31/2025
/ Accredited Investors ,
Acquisitions ,
CDIs ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Investment ,
Lock-Up Agreement ,
Mergers ,
No-Action Letters ,
Registration Requirement ,
Regulatory Requirements ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Venture capital and private equity arrangements often include contractual provisions limiting the rights of investors, including drag-along provisions in connection with future transactions approved by controlling...more
Exposure to claims for appraisal can be a significant risk in merger and acquisition transactions in which dissenter’s appraisal rights are available. This risk has increased in recent years as aggressive investors realized...more
On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial...more
On April 16, 2019, the Delaware Supreme Court, in a per curiam decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversed the Court of Chancery’s determination that the fair value of Aruba’s stock for...more
The Delaware Court of Chancery has ruled that a party to a merger agreement validly terminated the agreement after the out-date passed when the other party failed to give notice that it extended the agreement even though the...more
The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements. In the M&A context, this has meant holding parties to the transaction they agreed to...more