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Be Wary of a Someone Offering a “Fulsome” Set of Reps
  • Weil Gotshal & Manges LLP
  • USA
  • July 28 2016

Sometimes deal terminology has to be understood without resort to a dictionary. There is a well-understood body of deal slang that is not actually

Unwanted Baggage: Asset Acquisition and Successor Liability
  • Dorsey & Whitney LLP
  • USA
  • July 27 2016

If you buy the assets of a company, have you also acquired the liabilities for infringement associated with those assets? That is the issue addressed

Majority of Fully-Informed, Disinterested Stockholders Insulated Merger from Attack
  • Morris James LLP
  • USA
  • July 27 2016

The Delaware Supreme Court held in Corwin v. KKR Financial Holdings, that "when a transaction not subject to the entire fairness standard is approved

Taxation of financial institutions
  • Steptoe & Johnson LLP
  • USA
  • July 22 2016

Intermediation between liquid deposits and illiquid investments. Pooling of investments and investment diversity. Types of Bank Organizations

When Minority Stockholders Take Control: Recent Delaware Cases Shine a Light on Fiduciary Obligations of Controlling Stockholders
  • Paul Hastings LLP
  • USA
  • July 22 2016

It is well understood that when a stockholder owns a majority of a company's voting stock, that stockholder is considered to be a "controlling

Advance the Rupees, Please: Sutherland Global Holdings Must Advance Former-Director’s Legal Fees Related to Failed Land Deal in India
  • K&L Gates
  • India, USA
  • July 22 2016

In Narayanan v. Sutherland Global Holdings C.A. No. 11757-VCMR (Del. Ch. July 5, 2016), Vice Chancellor Montgomery-Reeves of the Delaware Chancery

Clause for Concern? Sandbagging Provisions in Canadian M&A
  • Blake Cassels & Graydon LLP
  • Canada, USA
  • July 21 2016

The use of express sandbagging language in M&A agreements (whether “pro” or “anti”), or the decision to remain silent, is commonly one of the most

Securities Enforcement: 2016 Mid-Year Review
  • Shearman & Sterling LLP
  • USA
  • July 20 2016

The Securities and Exchange Commission (SEC or Commission) brought over 400 enforcement actions in the first half of fiscal year (FY) 2016, and is on

Recent New York Decision Provides a Reminder that the Common Interest Exception May Be Applied Narrowly in the Transactional Context
  • Drinker Biddle & Reath LLP
  • USA
  • July 20 2016

The New York Court of Appeals has ruled that the common interest exception applies only when two parties share privileged communications related to a

Antitrust M&A Snapshot - July 2016
  • McDermott Will & Emery
  • European Union, USA
  • July 19 2016

The Federal Trade Commission (FTC) and US Department of Justice (DOJ) have been actively challenging mergers and acquisitions in the first half of