Mondaq USA: Corporate/Commercial Law
Jones Day
Europe has struggled mightily during the last several years to triage a long series of critical blows to the economies of the 28 countries that comprise the European Union, as well as the collective viability of eurozone economies.
Morrison & Foerster LLP
The Delaware Chancery Court (in a decision by Vice Chancellor Parsons in late November) has held unenforceable against a stockholder, that had not agreed in advance to the terms of a merger agreement effecting the sale of the company, two commonly-used provisions in private M&A transactions: (a) a post-closing indemnity obligation, to the extent that it involved a risk of repayment of up to 100% of the stockholder’s share of the merger consideration for an "indefinite" period of time; and (b) a
Fox Rothschild LLP
Anyone who is in a service industry frequently faces this question. It is what you do in response that makes the difference between being a target for a lawsuit and moving on to greener pastures.
Burns & Levinson LLP
One reason that Delaware law is attractive to corporations as a jurisdiction to incorporate in, is the fact that Delaware law is constantly evolving to make corporate governance matters as well as transactions easier from a corporate law perspective.
McGuireWoods LLP
On October 29, 2014, the SEC announced that it had instituted administrative proceedings under the Investment Advisers Act of 1940 against Sands Brothers Asset Management LLC (Sands Brothers), its two co-founders and the individual who served as both chief compliance officer and chief operating officer.
Proskauer Rose LLP
The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of much debate recently.
McDermott Will & Emery
Aerospace and defense contractors engage in a wide range of mergers, acquisitions and joint venture transactions. Like all companies, aerospace and defense contractors need to be sensitive to antitrust considerations that might limit their ability to complete certain transactions.
Proskauer Rose LLP
We recently wrote that critics, including Judge Jed Rakoff, have been questioning the SEC’s policy of increasingly bringing enforcement actions in its administrative forum rather than federal court.
Fox Rothschild LLP
As many practitioners know, the Gheewalla case represented an important transition in corporate fiduciary principles from prior Delaware jurisprudence.
Holland & Knight
Recent corporate scandals have made effective and honest corporate governance the chief priority for every company.
Fox Rothschild LLP
High-frequency trading is the latest craze hitting the market. Popularized by Michael Lewis’s Flash Boys, high-frequency or high-speed trading involves the use of sophisticated technological tools and computer algorithms to rapidly trade securities.
Morrison & Foerster LLP
On December 4, 2014, the New York Appellate Division, First Department, removed previous restrictions on New York’s common-interest doctrine when applied to the exchange of privileged information in mergers and acquisitions.
Foley & Lardner
Compliance should be top-of-mind for U.S. companies doing business with third-party intermediaries and subsidiaries overseas.
Duane Morris LLP
In Salamone, et al. v. Gorman, the Supreme Court of Delaware writes for nearly 60 pages sorting out contradictory provisions in a voting agreement.
Foley & Lardner
Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern.
Orrick
Practitioners and judges alike have recently been questioning the SEC's increased use of administrative proceedings.
McGuireWoods LLP
On December 2, 2014, the House of Representatives passed the SBIC Advisers Relief Act of 2014 (SBIC Relief Act).
Venable LLP
The U.S. Court of Appeals for the Ninth Circuit recently decided a case addressing the enforceability of "browsewrap" terms of use.
McGuireWoods LLP
We watch venture capital quarterly trends like everybody else, and are consistently surprised by how much the "macro" statistics mask more telling "micro" or sector trends.
Fox Rothschild LLP
For middle-market business owners there’s never been a better time to consider a sale or private equity recap transaction.
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Fox Rothschild LLP
The IRA Charitable Rollover provision, which was established under the 2006 Pension Protection Act, provides an annual exclusion from gross income up to $100,000 for qualified charitable distributions from an IRA.
McGuireWoods LLP
A letter of intent is frequently used by buyers and sellers to memorialize their agreement on the material terms of a transaction.
Hughes Hubbard & Reed LLP
The SEC has adopted amendments to Rule 506 under the Securities Act of 1933 that permit general solicitation and general advertising in securities offerings under this exemption from securities registration provided all purchasers are accredited investors.
Reed Smith
A contract that I recently analyzed and a blog post that I recently read gave me inspiration to do a post about notwithstanding.
Reed Smith
It’s been a long while since I’ve posted. Today’s post is motivated in part by my frustration at contract-drafting flaws that I routinely come across.
Jones Day
Forum-selection and choice-of-law clauses control every aspect of the parties' respective obligations and liabilities undertaken on a project.
McDermott Will & Emery
Bridge loan financing for mergers and acquisitions involves high stakes for borrowers and lenders.
McDermott Will & Emery
More than 80 percent of all deals in the pharmaceutical industry include an earnout structure that provides some type of contingent or delayed payment of proceeds to the sellers.
Reinhart Boerner Van Deuren S.C.
Charitable status under Internal Revenue Code section 501(c)(3) provides organizations with many benefits, including exemption from federal income taxes.
Carter Ledyard & Milburn
This advisory addresses certain key fiduciary duty concepts applicable to managers of limited liability companies with a particular focus on Delaware LLCs.
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