News & Analysis as of

Acquisitions Securities Act of 1933

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - September 2024

Dechert LLP on

Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions; Explore the Sixth Circuit’s recognition of the applicability of the...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2024 Edition

Latham & Watkins LLP on

This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

DarrowEverett LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Hogan Lovells

Q2 2023 Quarterly Corporate / M&A decisions updates

Hogan Lovells on

This quarter we are covering some key court decisions regarding securities and corporate governance issues. The U.S. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Goodwin

President Biden Issues Sweeping Executive Order on Promoting Competition in the American Economy

Goodwin on

In This Issue. President Joe Biden issued a sweeping executive order aimed at cracking down on anticompetitive practices and reducing consolidation across multiple industry sectors, including financial services; the Federal...more

Goodwin

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct

Goodwin on

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct; S.D.N.Y Grants Plaintiffs’ Partial Summary Judgment in Securities Class Action Against Perrigo; SPAC Investors Launch...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

Fenwick & West LLP on

The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Kilpatrick

Raising Cross-Border Debt - The Indian and US Experience: 3-Part Series: COVID-19’s Impact on US & Indian M&A Markets

Kilpatrick on

India - Over the last decade, alternatives to traditional bank lending have emerged to service the debt requirements of Indian corporates. With Indian banks and non-bank companies facing stress (due to rising bad debt...more

Hogan Lovells

Corporate / M&A Decisions Update

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This update is designed to highlight selected important M&A, corporate, and commercial court decisions. Below is an update to a decision that we have been following....more

Latham & Watkins LLP

Latham & Watkins Global IPO Guide - 2019 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Sheppard Mullin Richter & Hampton LLP

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Allen Matkins

Buyer Liability Under The California Corporate Securities Law

Allen Matkins on

My post on October 19, 2018, post concerned liability under Section 12(a) of the Securities Act of 1933. As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute. It imposes liability on any...more

White and Williams LLP

Favorable Market Conditions Lead to Renewed Interest in SPACs

Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more

Holland & Knight LLP

Should Your Bank Consider Eliminating Its Parent Bank Holding Company?

Holland & Knight LLP on

• After the April 2017 announcement that Bank of the Ozarks in Little Rock, Ark., had decided to eliminate its bank holding company in favor of operating directly through its bank subsidiary, a number of banks have followed...more

Bass, Berry & Sims PLC

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Sheppard Mullin Richter & Hampton LLP

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

Pillsbury - Internet & Social Media Law Blog

Should Social Media Have a Role in Mergers and Acquisitions?

Social media is quickly becoming the way that companies present and market themselves to the world. Companies are also realizing the value social media provides in an easy conduit to communicate with customers. But the same...more

Katten Muchin Rosenman LLP

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the...more

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