Topic: Mergers

JD Supra Corporate Brief: M&A Jargon, Conflict Minerals, European Technology, Trade Secrets

On the day in 1946, Winston Churchill coined the phrase “Iron Curtain” in a speech delivered at Westminster College in Fulton, Missouri. The M&A Word of the Day? PIPE (Martin Saywell at Latham & Watkins) Is the SEC’s Conflict Minerals rule just the beginning of “conflict sourcing” laws? (Chesley Blevins, Arcie Jordan, and Doug Paisley… Read more »

JD Supra Corporate Brief: Trojan Horse, Fisker Bankruptcy, MOFCOM Approval, Target 8-K

March 4, 1789: the first Congress of the United States meets and begins work on the Bill of Rights, putting the US Constitution into effect. Like the Trojan Horse, the growing wave of employee privacy laws are far more expansive than they appear on the surface… (Todd Horn at Venable) Should secured creditors be concerned… Read more »

JD Supra Corporate Brief: Dodd-Frank, Myanmar Exports, M&A Brokers, LinkedIn Announcements

On this day in 1803, the United States Supreme Court established the doctrine of judicial review when it ruled in Mabury v. Madison that Section 13 of the Judiciary Act of 1789 was unconstitutional. What do bank boards of directors need to know about Dodd-Frank? These five things… (Paul Reynolds at Dinsmore & Shohl) US… Read more »

SEC Tells M&A Brokers: No Registration Required

Late last month, the Securities and Exchange Commission gave M&A brokers a green light to facilitate mergers, acquisitions, and other business sales and combinations without first having registered as “broker-dealers.” Attorneys from Skadden Arps explain: “Prior to the No-Action Letter, although a person who had not registered as a broker-dealer could engage in activities in… Read more »

JD Supra Corporate Brief: Green Money, International Privacy, Cybersecurity Framework, Taxable Loans

Even on a short week, Friday is cause for celebration: a double-shot of espresso, a blueberry scone, and the JD Supra Corporate Brief. $200 million will buy you a lot of green…  (Lance Brasher, Julia Czarniak, and Paul Kraske at Skadden Arps) Of the many issues that global litigants will grapple with in the coming… Read more »

JD Supra Corporate Brief: Global Antitrust, Data Security, Job Candidates, Iran Sanctions

Whatever the weather, the JD Supra Corporate Brief will keep you warm and dry: Here’s a look at global trends in M&A antitrust enforcement… (Skadden Arps) The federal “Data Security Act” would preempt all state laws related to data security and notification requirements… (Travis Wall at Barger & Wolen) “OK, now let’s see if she’s… Read more »

JD Supra Corporate Brief: Exotic Mortgages, Foreign Investors, Unlimited Leave, Green Chemistry

On January 22, 2002, Kmart filed for Chapter 11 bankruptcy protection. As it turns out, there’s a lot of value for a company in compliance… (Cindy Knezevich at The Network) The days of exotic mortgage programs may be over… (Shalia Sakona and Robert Siegel at Bilzin Sumberg) Those who do fail to learn from history… Read more »

Court Rules Bazaarvoice Acquisition of Rival Violates Antitrust Laws

“As in many past merger cases, unhelpful internal documents played a decisive role.’” (Shearman & Sterling) Now you own it, now you don’t… Earlier this month, an appeals court sided with the Department of Justice, ruling that online ratings and review company Bazaarvoice’s acquisition of rival PowerReviews violated US anti-competition laws. The background, from attorneys… Read more »

JD Supra Corporate Brief: Information Governance, Merger Review, Patent Law, Red Tape

Go on, treat yourself to email delivery of the JD Supra Corporate Brief. Because you deserve it. Was 2013 the year of “Information Governance”? Looks like it… (Judy Selby and James Sherer at BakerHostetler) Turns out the past is never dead for the FTC… (Leslie John, Jason Leckerman, and Marcel Pratt at Ballard Spahr) What… Read more »

JD Supra Corporate Brief: Hacking Responses, California Laws, Delaware Corporations, Greenmail Threats

On this day in 1947, the transistor was first demonstrated at Bell Laboratories. We’ve come a long way… Most of the time, “hacking back” is only going to create more troubles… (Trevor Nagel and Joseph Schenck at White & Case) Ringing in the New Year in the Golden State? You’ll need to know about these… Read more »

JD Supra Corporate Brief: Social Media, Search Warrants, Cyber Attacks, Year-end Bonuses

No need to wait for the New Year – you can sign up for email delivery of the JD Supra Corporate Brief today! Yours, mine, and ours: ownership of business social media accounts still unresolved… (Anelia Delcheva and Aaron Rubin at Morrison & Foerster) You can never be too prepared to respond to a search… Read more »

EU Simplifies Merger Review Procedures. Then Again, Maybe Not…

“On balance, we expect the new rules to increase the burden imposed on companies when a close review of the transaction is required in order to assess potential competitive effects. This increased burden may outweigh the benefits of the revision package.” (Jens Hackl and Svajune Sakalyte of Morrison & Foerster) Earlier this month, the European… Read more »

JD Supra Corporate Brief: Golden Cybersecurity Rules, California Whistleblower Protections, CyptoLocker Ransom Threats, EU Merger Review

Start your week off on the right foot: large coffee, cherry Danish, and the JD Supra Corporate Brief. Five golden rules for avoiding cybersecurity coal in your SEC comment letter stocking in 2014… (Adam Veness at Mintz Levin) Happy New Year, California whistleblowers… (Keith Goodwin and Laura Reathaford at Proskauer) How to protect your brand… Read more »

JD Supra Corporate Brief: Compensation Committees, Volcker Rule, OSHA Whistleblowers, Ambush Elections

Five years ago today, Bernie Madoff was arrested and charged with securities fraud in a $50 billion Ponzi scheme. NASDAQ wants to change its listing standards for compensation committee independence… (Shearman & Sterling) The feds approved the Volcker Rule yesterday, bringing in new era of financial regulation… (Corporate Law Report) Considering an “acqui-hire”? Consider your… Read more »

JD Supra Corporate Brief: Global Hiring, Brazil Compliance, Volcker Rule, CFIUS Report

Not reading this in your inbox? You should be… Sign up here for email delivery of the JD Supra Corporate Report. You need to know these 10 hot employment issues for global companies in 2014… (Rebecca Signer Roche, JD Supra Perspectives) Brazil’s Clean Companies Act goes into effect soon – will you be ready? (Duncan… Read more »