Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Podcast - Navigating M&A Due Diligence: Safeguarding Security Clearances
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
JONES DAY TALKS®: Corporate Venture Capital: Market Overview, Trends in Deal Terms, and Special Considerations
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Counsel That Cares - Value-Based Care as a Long-Term Investment
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
Podcast: Antitrust Updates – Changes Affecting Merger Review and Enforcement in 2024 and Beyond – Diagnosing Health Care
On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more
The acquiring company, whatever its form, may be held criminally liable for acts committed by the acquired company prior to the merger. In a judgment of 22 May 2024, published in the Bulletin and in the Lettres de...more
1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the...more
Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
After "an extensive public consultation process" since late July 2023, the Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) Antitrust Division on Dec. 18, 2023, jointly announced the release of final Merger...more
LLC managers often enjoy wide latitude and unrestricted “discretion” under the LLC’s operating agreement. At the same time, all contracts — including LLC operating agreements — are subject to the implied covenant of good...more
The U.S. Court of Appeals for the Fourth Circuit recently approved injunctive relief as part of a strategy for settling mass tort claims through the Chapter 11 bankruptcy case of Bestwall LLC, an entity created by...more
Another Change- Last week BDO confirmed that it was going to convert from an entity organized as a limited liability partnership under state law to one organized as a corporation. With that, BDO became the latest in a...more
The corporate alternative minimum tax (CAMT) and the excise tax on stock repurchases, each enacted as part of the Inflation Reduction Act of 2022, will soon become effective — for the CAMT, for taxable years beginning after...more
Effective January 1, 2023, Wisconsin will have a new Uniform Limited Liability Company Law applicable to all Wisconsin limited liability companies (“LLCs”) unless existing LLCs opt out before December 31, 2022, with the...more
On October 26, 2022, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss for lack of personal jurisdiction claims of tortious interference asserted against a principal of a private...more
On 28 June 2022, the Saudi Cabinet of Ministers approved the New Companies Law, and it was published in the official gazette (Umm Al Qura newspaper) on 4 July 2022 pursuant to Royal Decree No. (M/132) dated 01/12/1443H (the...more
1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the world’s...more
Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more
Got a great opportunity but need more funding? Want to raise money for your new startup in a compliant way? Compliance with federal and state laws are a crucial part of business transactions, including mergers and...more
The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more
Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more
In a case of first impression, Vice Chancellor Joseph R. Slights III in Manichaean Capital, LLC v. Excela Technologies, Inc., C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021) refused to dismiss a claim to use reverse...more
When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent...more
The firm’s corporate governance practice is pleased to present the 2020 Delaware Corporate Law and Litigation Year in Review, which highlights the recent Delaware law developments that will be of most interest to our clients....more
In Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger....more
Companies with a history of consistent revenue growth and adjusted EBITDA make attractive acquisition targets for strategic and private equity buyers. Unlike a strategic buyer, which may have on hand a management team capable...more
In 2019, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues—including board compensation, controlling stockholder conflicts, board oversight obligations, M&A...more
Limited partnerships and limited liability companies, as creatures of contract, often have in their governing agreements safe harbor provisions for approval of conflicted transactions with interested parties. These are...more