News & Analysis as of

Shareholders Hart-Scott-Rodino Act

Paul Hastings LLP

Public Company Watch: February 2024

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In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more

Morrison & Foerster LLP

2023 M&A Annual Review

Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Sheppard Mullin Richter & Hampton LLP

HSR Practice Alert – FTC is Making Changes to Respond to the “Massive Surge” in HSR Filings

Yesterday, the FTC announced certain changes in response to the continuing “massive surge” in HSR filings. See Reforming the Pre-Filing Process for Companies Considering Consolidation and a Change in the Treatment of Debt |...more

Morrison & Foerster LLP

2020 Poison Pill Recap And Current Trends

The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...more

Pillsbury Winthrop Shaw Pittman LLP

Open up the PIPEs: Current Market Considerations

Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence. In the face of tremendous market uncertainty, PIPE transactions offer...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

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This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

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Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Locke Lord LLP

Tools for Targets of Activist Investors

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A recent interpretation by the staff of the U.S. Securities and Exchange Commission (“SEC”) of the beneficial ownership reporting rules under the Securities Exchange Act and the recent settlement of a lawsuit by the U.S....more

Cooley LLP

Alert: Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct

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The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

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On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Cooley LLP

Blog: Corp Fin Staff Issues New CDI On When Shareholder Efforts To Influence Management Affect Eligibility To Use Schedule 13G

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The Corp Fin staff continues to dribble out new CDIs, with the newest relating to circumstances when, under Rule 13d-1, shareholder efforts to influence management will affect the shareholder’s eligibility to use Schedule...more

Stinson - Corporate & Securities Law Blog

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

Cooley LLP

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

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Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Latham & Watkins LLP

2015 Guide to Acquiring US Public Companies

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This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Mintz

Investment Fund Violates “Investment-Only” HSR Exemption

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At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

King & Spalding

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

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On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2013 Insights: Global M&A

M&A activity in 2012 continued to be constrained by uncertain macroeconomic conditions, which have dampened dealmakers’ confidence. Although there were several bright spots in transactional activity, momentum was difficult to...more

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