Keeping You Apprised of Developments in Deal Making

Locke Lord QuickStudy: Two Recent Delaware Decisions Provide Practical Transaction Guidance

Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the other on the effectiveness of corporate authorizing action.

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Locke Lord QuickStudy: Failure to File Mandatory Declarations under Interim CFIUS Regulations Could Result In A Penalty Up to Value of the Transaction

On November 10, 2018, interim regulations adopted by the US Department of Treasury under the newly enacted Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) go into effect. These interim regulations act as a pilot program while formal FIRRMA regulations are formulated and go into effect on the sooner of February 20, 2020 or the finalization of the regulations.

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Locke Lord QuickStudy: Exemptions for your Cross-Border Deals –New SEC Guidance

On October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations1 relating to the rules that provide an exemption from the registration requirements of the Securities Act of 1933 for certain offerings of securities by foreign private issuers2 in connection with rights offerings3 or in connection with exchange offers or business combinations,4 and the rules that provide an exemption from certain requirements of the Securities Exchange Act of 1934 in connection with tender offers for securities of foreign private issuers.5

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Which Way Does the MAC Knife Cut

The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements.  In the M&A context, this has meant holding parties to the transaction they agreed to do, as reflected in IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001), and Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008). 

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