Asset Acquisitions

Search within topic - more options

Updates

35 resources

	Title	Resource Type	Date
1	Defining and Protecting Evaluation Material in M&A ... A discussion of how the disclosing party and the recipient negotiate the definition and disclosure of "Evaluation Material" in confidentiality agreements for M&A transactions.	Legal Update: archive	14-Feb-2013
2	Delaware Bankruptcy Court Denies Motion to Dismiss in Suit ... An update on the Delaware Bankruptcy Court's denial of a motion to dismiss fraudulent conveyance claims related to an LBO transaction in a suit brought by one of the debtors in the Mervyn Holdings, LLC bankruptcy.	Legal Update: archive	31-Mar-2010
3	Delaware Bankruptcy Court Issues Decisions in Thompson ... An update on the US Bankruptcy Court for the District of Delaware issuing orders in In re Thompson Publishing Holding Co., Inc. and In re American Safety Razor Company, LLC revising debtors' proposed bidding procedures in section 363 sales to alter the balance of control over the auction process between debtors, stalking horse bidders and other potential bidders.	Legal Update: archive	27-Oct-2010
4	Delaware Chancery Court Adopts Voluntary Arbitration Rules ... An update on the Delaware Court of Chancery's new voluntary arbitration rules for certain business disputes.	Legal Update: archive	19-Jan-2010
5	Delaware Chancery Court Finds Reverse Triangular Mergers ... An update on the Delaware Court of Chancery's opinion in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH holding that a reverse triangular merger may constitute an assignment by operation of law where the plaintiff presents evidence that the defendant converted the target into a shell company immediately following the merger.	Legal Update: archive	12-Apr-2011
6	Delaware Confidential Judicial-arbitration Procedures ... US District Court for the District of Delaware held in Delaware Coalition for Open Government v. Honorable Leo E. Strine, Jr. that the new confidential judicial-arbitration procedures established under Delaware law are unconstitutional.	Legal Update: archive	05-Sep-2012
7	Delaware Court Decision Explains When a Term Sheet ... An update on a Delaware court decision discussing when a term sheet becomes an enforceable contract.	Legal Update: archive	30-Nov-2010
8	Delaware Court of Chancery Confirms Contractual Rights in ... An update on the Delaware Court of Chancery's recent bench decision enforcing the confidentiality, exclusivity and good-faith provisions of a letter of intent.	Legal Update: archive	10-Dec-2009
9	Delaware Court of Chancery Holds that Reverse Triangular ... The Delaware Court of Chancery held in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH that a reverse triangular merger does not trigger an "assignment by operation of law" provision.	Legal Update: archive	28-Feb-2013
10	Department of Justice Settles Premerger "Gun Jumping" Case An update on the January 21, 2010 settlement among the Department of Justice, Smithfield Foods and Premium Standard Farms relating to illegal premerger business coordination.	Legal Update: archive	26-Jan-2010
11	Drafting the Bring-down Closing Condition A discussion of the negotiation tactics between buyers and sellers over the bring-down of the seller's representations and warranties from the signing to the closing date.	Legal Update: archive	21-Nov-2012
12	Final Regulations Implementing FINSA Published in the ... Notice that the final regulations implementing the Foreign Investment and National Security Act of 2007 have been published in the Federal Register.	Legal Update: archive	21-Nov-2008
13	First Circuit Holds Earn-out May Imply Duty of Reasonable ... An update on a First Circuit decision concerning whether a purchase agreement with an earn-out contained an implied contractual term under Massachusetts state law requiring the buyer to use reasonable efforts to develop and promote the acquired business.	Legal Update: archive	04-Nov-2009
14	FTC Adjusts Its Civil Penalties under HSR Act to Reflect ... An update on the FTC's increase in civil penalty amounts under the HSR Act to adjust for inflation.	Legal Update: archive	09-Feb-2009
15	FTC Adjusts Its Civil Penalties under HSR Act to Reflect ... An update on the FTC's increase in civil penalty amounts under the HSR Act to adjust for inflation.	Legal Update: archive	09-Jan-2009
16	FTC and DOJ Amend Premerger Notification Rules and HSR ... An update on the FTC's and the DOJ Antitrust Division's revisions to the Premerger Notification Rules and Hart-Scott-Rodino (HSR) Form.	Legal Update: archive	07-Jul-2011
17	FTC Announces Revised Thresholds for Hart-Scott-Rodino ... An update on the approval by the Federal Trade Commission of revised thresholds for the pre-M&A notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).	Legal Update: archive	06-Jan-2009
18	FTC Extends Deadline for Comments on Proposed Horizontal ... An update on the FTC's extension of the deadline for public comments on the proposed revisions to its Horizontal Merger Guidelines.	Legal Update: archive	06-May-2010
19	FTC Premerger Notification Office Publishes Item 4(c) ... The Premerger Notification Office (PNO) of the Federal Trade Commission (FTC) recently published a tip sheet interpreting Item 4(c) of the Hart-Scott-Rodino Premerger Notification and Report Form. The tip sheet provides rare definitive guidance on some controversial Item 4(c) issues.	Legal Update: archive	26-Apr-2012
20	FTC Proposes Changes to Horizontal Merger Guidelines An update on the FTC releasing a proposed revision of its Horizontal Merger Guidelines.	Legal Update: archive	20-Apr-2010
21	FTC Proposes Changes to Premerger Notification Form An update on the Federal Trade Commission's proposal to make changes to improve the HSR premerger notification form.	Legal Update: archive	16-Aug-2010
22	FTC Revises Thresholds for HSR Act Filings and Prohibition of ... An update on the FTC's revised thresholds for premerger notification filings under the Hart-Scott-Rodino Act and for the prohibition on interlocking directorates under Section 8 of the Clayton Act.	Legal Update: archive	24-Jan-2011
23	FTC Revises Thresholds for Premerger Notification and ... An update on the FTC's revised thresholds for premerger notification and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and for the prohibition of interlocking directorates under Section 8 of the Clayton Act.	Legal Update: archive	20-Jan-2010
24	FTC Revises Thresholds for Prohibition of Interlocking ... An update on the Federal Trade Commission's revised thresholds for the prohibition of interlocking directorates under Section 8 of the Clayton Act.	Legal Update: archive	12-Jan-2009
25	In re Grumman Olson Industries: SDNY District Court Finds ... The District Court for the Southern District of New York held that a section 363 sale order under the Bankruptcy Code does not bar successor liability claims against the purchaser of the debtor's assets if those claims arise from the debtor's prepetition conduct and do not result in injury until after the conclusion of the bankruptcy proceeding.	Legal Update: archive	10-Apr-2012
26	International Competition Network Adopts Recommended ... An update on the adoption by the International Competition Network of "Recommended Practices" for substantive merger analysis by antitrust regulators.	Legal Update: archive	03-May-2010
27	Negotiating Sandbagging in Private M&A Deals A fact pattern for the negotiation of sandbagging in a purchase agreement.	Legal Update: archive	28-Feb-2013
28	NY Court Finds Confidentiality Stamp, Oral Agreement ... An update on a New York appellate court decision in Edelman v. Starwood Capital Group, holding that a confidentiality stamp and an oral agreement were insufficient to protect proprietary information compiled in the course of a proposed acquisition that was later abandoned.	Legal Update: archive	14-Jan-2010
29	NY Court Finds Lenders May Rely on Borrower's ... An update on the New York Court of Appeals decision in DDJ Management, LLC v. Rhone Group LLC holding that lenders may reasonably rely on a borrower's representations and warranties about the accuracy of its unaudited financial statements.	Legal Update: archive	25-Jun-2010
30	Revised Horizontal Merger Guidelines Released An update on the revised Horizontal Merger Guidelines.	Legal Update: archive	20-Aug-2010
31	Revised Thresholds for Hart-Scott-Rodino Act Will Take Effect ... An update on the effective date of revised thresholds published by the Federal Trade Commission for the pre-M&A notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).	Legal Update: archive	13-Jan-2009
32	Sellers Seek New Antitrust Protections in Agreements under ... A recent merger agreement included a unique clause that stated the buyer was being required to make a representation relating to its compliance with the new Hart-Scott-Rodino associate rules.	Legal Update: archive	17-Sep-2012
33	Successor Liability Applies in FLSA Actions, Even if Asset ... In Brian Teed v. Thomas & Betts Power Solutions, the US Court of Appeals for the Seventh Circuit held that an asset purchaser may be liable as a successor for an acquired company's Fair Labor Standards Act (FLSA) violations, even when the purchaser specifically disclaimed that it was assuming the liabilities of the company in receivership when it acquired its assets.	Legal Update: archive	01-Apr-2013
34	Treasury Department Issues Final Regulations Implementing ... This is a summary of the final regulations issued by the Treasury Department that implement the Foreign Investment and National Security Act.	Legal Update: archive	17-Nov-2008
35	US District Court Finds Possible Breach of Letter of Intent for ... The US District Court for the Southern District of New York in EQT Infrastructure Limited v. Smith denied a motion to dismiss a claim that an agreement to negotiate in good faith in a letter of intent was breached by the potential sellers as a result of their failure to disclose a condition that they would only enter into a final agreement if they could find a buyer for a separate business.	Legal Update: archive	29-Mar-2012