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Congress considers registration exemption for "crowdfunding"

Stikeman Elliott LLP
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Canada, USA
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March 8 2012

The U.S. House of Representatives recently passed a "crowdfunding" bill that would allow companies to sell securities to individual investors via non-traditional means such as social networking websites

Canada's Competition Bureau releases revised merger review process guidelines

Stikeman Elliott LLP
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Canada, USA
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January 12 2012

On January 11, 2012, Canada’s Competition Bureau published revised Merger Review Process Guidelines, updating the Bureau’s approach to the administration of the merger review process under the Competition Act in light of experience gained since the implementation of the two-stage U.S.-style notification process in 2009

Earn-out providing for return of assets if targets not met, rather than expressly requiring purchaser "effort", will not be rewritten just because the weak economy and other factors have made an asset return unpalatable to the seller

Stikeman Elliott LLP
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USA
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April 6 2010

This ruling by Vice Chancellor Laster of the Delaware Court of Chancery reminds us that in a commercial relationship, the contract reigns supreme

Treasury Department proposals include regulation of private fund advisors

Stikeman Elliott LLP
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USA
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June 18 2009

As described yesterday, the U.S. Treasury Department's "Financial Regulatory Reform: A New Foundation" includes numerous proposals to address perceived inadequacies in U.S. financial regulation

Sweeping changes to the regulation of hedge funds and private equity funds proposed

Stikeman Elliott LLP
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USA
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February 20 2009

Amid daily news stories and statements from U.S. public officials about bolstering financial system transparency through increased regulation, two U.S. senators have introduced a bill called the Hedge Fund Transparency Act (the Bill

Delaware court won't stop shareholder meeting to approve merger from going ahead, holding that disclosure issues cited were not material

Stikeman Elliott LLP
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USA
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October 22 2008

Unless unhappy shareholders make a really strong case, Delaware courts appear reluctant to issue injunctive relief against proposed transactions in a weak M&A market

"Forthright negotiator" rule applied by Delaware court where one side's declared interpretation of ambiguous merger agreement was not objected to by the other side during their negotiations

Stikeman Elliott LLP
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USA
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February 12 2008

This Delaware ruling denied specific performance of a July 22, 2007 merger agreement ("the Agreement") between RAM Holdings, Inc. and RAM Acquisition Corp. and United Rentals, Inc. (URI), the world's largest equipment rental company

Proposed settlement of class action relating to minority buyout fails to win the approval of the Delaware Court of Chancery

Stikeman Elliott LLP
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Canada, USA
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November 20 2007

Exploratory negotiations towards a going private transaction may well have violated a shareholders' agreement provision barring such discussions unless the Special Committee invited them - ruling suggests that such an invitation may need to be formally issued before negotiations begin, not merely at the point where the price settled on is to be voted on

Acquiror pays a heavy price for poorly drafted earn-out when its relationship with its new subsidiary quickly degenerates post-closing

Stikeman Elliott LLP
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USA
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November 20 2007

Acquiror fails to live up to commitment to "actively and exclusively" promote target's products after merger, in violation of key earn-out commitment; also found to have miscalculated the earn-out

Canadian plans of arrangement: an attractive structure for the cross-border merger

Stikeman Elliott LLP
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Canada, USA
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July 24 2007

In recent years, as multi-billion dollar U.S.-Canada cross-border M&A transactions have become more commonplace, the plan of arrangement has frequently been the preferred transaction structure