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JONES DAY TALKS®: Corporate Venture Capital: Market Overview, Trends in Deal Terms, and Special Considerations
M&A Compliance Due Diligence
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Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the...more
The Federal Trade Commission has reached a settlement in the matter of CafePress. Here are some things you should know: Data minimization: •Storing information indefinitely on your network without a business need creates...more
The Eleventh Circuit Court of Appeals recently issued an opinion in In re Centro Group, LLC, No. 21-11364, 2021 WL 5158001 (11th Cir. Nov. 5, 2021), in which it clarified the two separate and distinct standards for approving...more
European Leveraged Finance Client Alert Series: September 2021 - White & Case explores the use of escrows in the leveraged finance market, offering issuers and investors practical guidance on the mechanics, protections and...more
Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing. In California, it has long been held that the...more
As data are quickly becoming a significant corporate asset, lawyers in corporate transactions need to consider the legal risks associated with data. Failure to understand and address these risks can result in significant...more
The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more
Recent Government Accountability Office (GAO) protest decision on standing holds key implications for government contract asset deals. GAO held that contractor who had sold relevant contract assets to another company...more
The Situation: Between 2013 and 2017, the average length of a U.S. Department of Justice ("DOJ") Antitrust Division merger review increased 65 percent to 10.8 months. The Response: DOJ announced reforms to improve...more
Humana recently lost its effort to limit third-party discovery requests served by the Federal Trade Commission (FTC) in its ongoing Walgreens/Rite Aid investigation. Typically, negotiations over the scope of third-party...more
US Department of Justice Issues New Corporate Compliance Guidelines - Criteria for the Criminal Division’s Evaluation of Corporate Compliance Programs - Introduction - Recently, and without the fanfare that often...more
Recently, and without the fanfare that often accompanies new policy guidance regarding corporate fraud, the Fraud Section of the Department of Justice posted a document on its website entitled “Evaluation of Corporate...more
Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more
New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more
One prevailing theme in merger and/or acquisition (M&A) transactions is risk allocation. How much risk is either the buyer or seller willing to assume? And, separately, what level of risk must either party assume in order to...more
Expanding the law in New York governing the attorney client privilege, New York’s intermediate appellate court held last week that anticipated or pending litigation is not a necessary prerequisite to invoking the common...more
Ordinarily, when a communication between an attorney and her client is disclosed to a third party, that communication loses its privileged status. The common interest privilege operates as an exception to that rule that...more