News & Analysis as of

Disclosure Requirements Mergers Acquisitions

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Are You Ready for a Hong Kong IPO?

With deep and liquid capital markets offering unique access to the Mainland China investor market, many international businesses are considering pursuing their IPOs in Hong Kong. This summary outlines key issues for companies...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

Harris Beach PLLC

SEC’s First Quarter Rules: SPAC IPOs and Climate Disclosure Mandates

Harris Beach PLLC on

In January and March 2024, respectively, the Securities and Exchange Commission (SEC) issued final rules concerning special purpose acquisition companies and mandatory climate-related disclosure. Each rulemaking was the...more

McDermott Will & Emery

Dual Track Reboot: Five Key Considerations for Supercharging Your Life Science Company Exit

McDermott Will & Emery on

There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more

American Conference Institute (ACI)

[Event] The Brazil Summit on Anti-Corruption, Integrity & ESG - May 22nd - 23rd, São Paulo, Brazil

Hosted by American Conference Institute, the 14th Annual Summit on Anti-Corruption, Integrity & ESG returns to Brazil for another groundbreaking year to discuss the current high-stakes dilemmas impacting your organization....more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Buckingham, Doolittle & Burroughs, LLC

Deal prep: Tips for selling a business in an evolving M&A environment

The U.S. is coming off of two years of historically low interest rates and a tremendous amount of liquidity, factors that created a very strong sellers’ market in 2021 and 2022.This year, while there is still a lot of dry...more

Hogan Lovells

Anderson v. Magellan: Delaware Court of Chancery elevates standard to justify mootness fees

Hogan Lovells on

In Anderson v. Magellan Health, Inc., the Delaware Court of Chancery raised the standard for awarding mootness fees in settled M&A disclosure cases that resulted in supplemental disclosures, holding that fees can be awarded...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

White & Case LLP

New challenges for Taiwanese companies under the EU’s Foreign Subsidies Regulation

White & Case LLP on

The EU's new Foreign Subsidies Regulation (FSR), which came into effect on July 12, 2023, marks the European Commission's attempt to level the playing field by addressing the potential distortive effects of non-EU subsidies...more

Orrick, Herrington & Sutcliffe LLP

A Seller’s Duty of Disclosure and Virtual Data Rooms in M&A Deals: German Supreme Court Provides Guidance

The German Supreme Court has outlined the duties of sellers to disclose information to purchasers using virtual data rooms, a common practice in M&A deals. The court held that a seller had the burden of proving that a...more

Cooley LLP

Navigating Compensation Issues in M&A Deals in a Volatile Market

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Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and...more

J.S. Held

Key Steps for Ensuring Regulatory Compliance in M&A: New Voluntary Safe Harbor Policy Updates

J.S. Held on

In the dynamic realm of mergers and acquisitions, staying abreast of regulatory changes is paramount. The Department of Justice’s (DOJ) recent introduction of the Safe Harbor Policy for Voluntary M&A Self-Disclosures...more

King & Spalding

10th Annual Cybersecurity & Privacy Summit

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On October 11th, our Data, Privacy and Security team hosted the 10th Annual Cybersecurity & Privacy Summit. We were delighted to be joined by about 100 clients, colleagues, and friends in-person at our Atlanta office, with...more

McDermott Will & Emery

Federal Court of Justice Tightens Data Room Disclosure Requirements for Sellers, M&A Advisors and Other Parties

McDermott Will & Emery on

I. Usual exclusion of liability for facts disclosed in the data room - In corporate acquisitions, the following market standard has become established for limiting the seller’s liability: A seller’s liability for a breach...more

A&O Shearman

Embracing legal tech: A game-changer for IPO success

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This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the...more

McDermott Will & Emery

DOJ Unveils Voluntary Self-Disclosure Safe Harbor for M&A Deals

McDermott Will & Emery on

On October 4, 2023, during remarks before the Society of Corporate Compliance and Ethics, Deputy Attorney General (AG) Lisa Monaco unveiled a new US Department of Justice (DOJ)-wide safe harbor policy for voluntary...more

ArentFox Schiff

DOJ Announces New Mergers & Acquisitions Safe Harbor Policy for Voluntary Self-Disclosures

ArentFox Schiff on

On October 4, Deputy Attorney General Lisa O. Monaco addressed the Society of Corporate Compliance and Ethics and announced a new Department-wide Mergers & Acquisition (M&A) Safe Harbor policy. According to the new policy,...more

NAVEX

A Closer Look at the DOJ’s New M&A Safe Harbor Policy

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The Department of Justice announced for the first time a new safe harbor policy that will apply to mergers and acquisitions in cases where an acquiring company with an effective compliance program uncovers misconduct during...more

Foley & Lardner LLP

Implications of DOJ’s New Safe Harbor for Disclosing Misconduct Uncovered During M&A Transactions

Foley & Lardner LLP on

U.S. Deputy Attorney General Lisa Monaco recently announced that the Department of Justice (DOJ) is adopting a new safe harbor policy to incentivize corporations to voluntarily self-disclose criminal misconduct discovered...more

Moore & Van Allen PLLC

DOJ Continues Efforts to Encourage Voluntary Corporate Self-Disclosure with New Safe Harbor Policy

Moore & Van Allen PLLC on

On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new...more

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