Peter J.A. Baldwin
Ropes & Gray LLP
Articles
Final Treasury regulations present dealmakers with new opportunities to step-up inside tax basis
USA - July 9 2013 On May 10, 2013, Treasury published long-awaited final regulations under Section 336(e) of the Internal Revenue Code of 1986, as amended (the "Code")…
Howard Glazer, Jane D. Goldstein, Aaron A. Harsh, James T. Lidbury
The Chancery Court further advances the “unified standard” for controlling shareholder buyouts
United Kingdom - July 9 2013 With effect from September 30, 2013, a number of changes will be made to the City Code on Takeovers and Mergers (the “City Code”). The City Code…
Howard Glazer, Jane D. Goldstein, Aaron A. Harsh, James T. Lidbury
The unconflicted board and Revlon duties
USA - July 9 2013 On May 9, 2013, the Chancery Court declined to enjoin the proposed merger of Plains Exploration & Production Company ("Plains") with Freeport-McMoRan…
Howard Glazer, Jane D. Goldstein, Aaron A. Harsh, James T. Lidbury
SEC requires full disclosure in going private transactions involving controlling shareholders
USA - July 9 2013 On June 13, the SEC announced that Revlon, Inc. ("Revlon") had agreed to pay an $850,000 penalty to settle accusations that it deceived investors in…
Howard Glazer, Jane D. Goldstein, Aaron A. Harsh, James T. Lidbury
A duty to negotiate in good faith gets enforced
USA - July 9 2013 In SIGA Technologies, Inc. v. PharmAthene, Inc., the Delaware Supreme Court affirmed that a contractual obligation to negotiate in good faith is…
Howard Glazer, Jane D. Goldstein, Aaron A. Harsh, James T. Lidbury
