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417 results found

Article

Mayer Brown | USA | 5 Jun 2018

Stock Buybacks and Rule 10b-18

Following the adoption of the Tax Cuts and Jobs Act, the debate regarding the use of stock repurchase programs by companies seems to have gotten more

Article

Potter Anderson & Corroon LLP | USA | 21 Oct 2011

Krieger v. Wesco Financial Corp., C.A. no. 6176-VCL (Del. Ch. October 13, 2011) (Laster, V.C.)

In this opinion, the Court of Chancery granted defendants’ cross-motion for partial summary judgment, finding that the holders of Wesco Financial Corp. (“Wesco”) common stock were not entitled to appraisal rights because they were not required pursuant to the terms of the merger agreement at issue to accept a form of merger consideration triggering appraisal rights under DGCL Section 262.

Article

Foley & Lardner LLP | USA | 12 Jul 2011

Violation of Regulation M by investment adviser to hedge fund results in sanctions

Brookside Capital, LLC, a registered investment adviser based in Boston, was the subject of a recent administrative order issued by the SEC (SEC IA Release No. 3226, June 28, 2011) in connection with the violation by the Adviser of Rule 105 of Regulation M of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940.

Article

Latham & Watkins LLP | Germany | 9 Jun 2011

Change in doctrine - no tax group for VAT purposes without (in)direct participation in a group company

The Federal Fiscal Court (Bundesfinanzhof, BFH) overruled its former decisions on the possibility of accepting a tax group for VAT purposes even without the group parent holding a participation in the respective group company (BFH dated 1 December 2010, XI R 4308 and dated 22 April 2010, V R 909).

Article

Mayer Brown | Vietnam | 20 Jul 2010

New guidance on foreign investment into existing local Vietnamese companies

On 8 July 2010, the Ministry of Planning and Investment issued an official letter No. 4646BKH-DTNN (“Official Letter”) providing guidance on foreign investment (“Foreign Indirect Investment”) in the form of capital contributions to, or the purchase of shares in, local Vietnamese companies

Article

Castrén & Snellman | Russia | 4 Mar 2010

Debt into share capital conversions

Russian legislation has traditionally been strict regarding the payment of share capital of a commercial company.

Article

Castrén & Snellman | Sweden, Finland | 11 Jan 2010

Control premium in takeovers? A Nordic perspective

One of the starting points in company law is the one share, one vote principle, meaning that each share entitles to one vote.

Article

Gowling WLG | Canada | 15 Oct 2009

Patheon and JLL - identical consideration and collateral benefits - the line gets brighter

On August 6, 2009, the Ontario Securities Commission ("OSC") issued the written Reasons for Decision relating to a hearing held on April 15 and 16, 2009 involving a take-over bid (the "Offer") by JLL Patheon Holdings, LLC ("JLL") for restricted voting shares of Patheon Inc. ("Patheon").

Article

Jones Day | USA | 31 Dec 2007

No control, no nexus: Virginia court holds in Dibelardino that property interest necessary before LLC members subject to tax

Good news for nonresident members of limited liability companies (“LLCs”) operating in Virginia.

Article

Schulte Roth & Zabel LLP | USA | 12 Jul 2007

Is it worth it? The value of Delaware appraisal rights to the activist investor

The going-private frenzy, combined with the recent trend of including post-signing market check “go shop” provisions in merger agreements for unshopped deals, has led to increased shareholder activism among investors who are dissatisfied with the consideration being offered in mergers and other consolidations.

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