JD Supra: Mergers

JUNE 3, 2024

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about.

Corporation 157

Corporation 157

JD Supra: Mergers

JULY 11, 2024

Will state corporate law power fracture into an Eastern empire in Wilmington and a Western empire in Austin or Sin City? For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). By: Woodruff Sawyer

Corporation 185

Corporation Capital Market Capital 185

JD Supra: Mergers

JUNE 21, 2024

failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. Earlier this week, I noted that the stockholders of Fidelity Financial Inc. The vote was hardly decisive because more stockholders voted for the move than against it. Those who couldn't vote or be bothered to vote (i.e.,

Corporation 163

Corporation Broker IT 163

JD Supra: Mergers

AUGUST 24, 2023

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.

Corporation 225

Corporation Business 225

JD Supra: Mergers

APRIL 18, 2024

The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 10, 2024.

Corporation 180

Corporation M&A Government Business 180

JD Supra: Mergers

JUNE 21, 2024

14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 2023-0470 PRW (Del. 27, 2024, corrected Mar. By: Morris James LLP

Corporation 163

Corporation IT 163

JD Supra: Mergers

JULY 19, 2024

On July 17, 2024, Governor John Carney signed into law several amendments to the Delaware General Corporation Law (“DGCL”) that are intended to address market uncertainty created by recent Chancery Court decisions.

Corporation 163

Corporation Business 163

JD Supra: Mergers

APRIL 9, 2024

Change is an inevitable part of the corporate lifecycle. Corporations often find themselves at a crossroads where adapting to new market conditions, enhancing efficiency, or pursuing strategic growth becomes imperative. By: Dunlap Bennett & Ludwig PLLC

Corporation 175

Corporation 175

JD Supra: Mergers

JULY 19, 2024

Delaware’s Legislature passed significant amendments to the Delaware General Corporation Law (the “DGCL”) in June, at the end of its legislative session. These amendments were signed into law by Governor John Carney on July 17, 2024, and will become effective on August 1, 2024.

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Corporation IT 169

JD Supra: Mergers

JULY 23, 2024

On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “LP Act”), the Delaware Revised Uniform Partnership Act (the “Partnership Act”), (..)

Corporation 157

Corporation 157

JD Supra: Mergers

MARCH 8, 2024

TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions.

Corporation 169

Corporation Public Trading Trading IT 169

JD Supra: Mergers

MAY 21, 2024

Earlier this month, the IRS released Revenue Procedure 2024-24, which sets forth new requirements for requests for private letter rulings ("PLRs") on corporate spin-off and split-off transactions.

Corporation 169

Corporation Stock IT 169

JD Supra: Mergers

JULY 15, 2024

On January 1, 2024, federal law called the Corporate Transparency Act (“CTA”) took effect. The CTA aims to prevent money laundering, tax fraud, and other illegal activity by requiring companies to report basic identifying information and certain details about individuals with ownership and control.

Corporation 150

Corporation 150

Midaxo

AUGUST 25, 2023

Cloud computing has revolutionized the way companies operate, collaborate and make strategic decisions, especially in the realm of corporate dealmaking. In this post, we’ll explore the profound impact of cloud technology on corporate dealmaking and how it has reshaped the landscape of mergers, acquisitions, divestitures and beyond.

Corporation 241

Corporation Collaboration Mergers and Acquisitions Negotiation 241

JD Supra: Mergers

MAY 13, 2024

In corporate transactions of all kinds—mergers, acquisitions, and other business combinations—the purchaser company (Purchaser) must confront the question of how to treat the outstanding equity awards and the current equity incentive compensation plan of the target company in the transaction (Target).

Equities 157

Equities Corporation Mergers and Acquisitions Mergers 157

JD Supra: Mergers

JANUARY 2, 2024

The Corporate Transparency Act (CTA), designed to combat the use of shell companies for illicit purposes and increase ownership transparency in corporate structures, takes effect on January 1, 2024.

Corporation 163

Corporation M&A 163

JD Supra: Mergers

MARCH 28, 2024

The Corporate Transparency Act (the “CTA”) went into effect on January 1, 2024, and requires certain corporate entities to file a report concerning beneficial ownership.

Corporation 163

Corporation 163

JD Supra: Mergers

OCTOBER 13, 2023

Haemonetics Corporation announced on October 10th that it would be acquiring OpSens, Inc. The deal between the companies is expected to close by the end of January 2024, according to the press release. By: Knobbe Martens

Corporation 175

Corporation IT 175

JD Supra: Mergers

JULY 15, 2024

In connection with a merger, acquisition, or other corporate (M&A) transaction, buyers often face the dilemma of how to handle the seller’s existing retirement plans covering the continuing employees.

Corporation 157

Corporation Securities M&A Mergers 157

JD Supra: Mergers

DECEMBER 13, 2023

A new regulation under the federal Corporate Transparency Act (CTA) that, for the first time, will require disclosure of information about all U.S.

Corporation 175

Corporation 175

JD Supra: Mergers

JANUARY 2, 2024

It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued its second final rule establishing the framework for access to and protection of beneficial ownership information (“BOI”) pursuant to the CTA.

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Corporation IT 190

JD Supra: Mergers

JANUARY 24, 2024

Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax classifications.

Corporation 180

Corporation 180

Global Newswire by Notified: M&A

JULY 24, 2024

July 24, 2024 (GLOBE NEWSWIRE) -- ACNB Corporation (NASDAQ: ACNB) (“ACNB” or the “Corporation”), financial holding company for ACNB Bank and ACNB Insurance Services, Inc., GETTYSBURG, Pa., and Traditions Bancorp, Inc.

Corporation 89

Corporation Acquisitions Mergers and Acquisitions Insurance 89

JD Supra: Mergers

NOVEMBER 7, 2023

The purpose of the Corporate Transparency Act isto “better enable critical nationalsecurity, intelligence, and law enforcement efforts to counter money laundering, the financing of terrorism, and other illicit activity” by creating a national registry of beneficial ownership information for “reporting companies.”

Corporation 180

Corporation Finance Finance 180

JD Supra: Mergers

JANUARY 25, 2024

On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). By: Shearman & Sterling LLP

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Government Corporation Consulting IT 157

JD Supra: Mergers

MARCH 19, 2024

. - These updates follow repeated statements by senior DOJ leadership on the importance of addressing national security threats in the corporate context, and the related commitment to apply significant additional resources to corporate enforcement efforts in the national security realm. By: Akin Gump Strauss Hauer & Feld LLP

Corporation 175

Corporation Securities Mergers and Acquisitions Mergers 175

Global Newswire by Notified: M&A

JULY 16, 2024

EssilorLuxottica to Acquire Supreme® from VF Corporation Paris, France and Denver, CO (17 July 2024 – 8am CEST) - EssilorLuxottica, a global leader in.

Corporation 98

Corporation 98

Global Newswire by Notified: M&A

APRIL 15, 2024

April 15, 2024 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) and Macatawa Bank Corporation (“Macatawa”) (Nasdaq: MCBC) today jointly announced that they have entered into a definitive merger agreement for Wintrust to acquire Macatawa in an all-stock transaction. ROSEMONT, Ill. and HOLLAND, Mich.,

Corporation 111

Corporation Bank Banking Mergers 111

JD Supra: Mergers

JANUARY 8, 2024

The Corporate Transparency Act of 2020 took effect on January 1, 2024, adding new filing requirements for many companies that may find themselves involved in mergers and acquisitions.

Corporation 175

Corporation Underwriting Mergers and Acquisitions Insurance 175

JD Supra: Mergers

JANUARY 8, 2024

Starting January 1, 2024, virtually all private companies will be required to report information about their beneficial owners to the Treasury Department’s Financial Crimes Enforcement Network “FinCEN”) under the Corporate Transparency Act (the “CTA”).

Corporation 190

Corporation Negotiation Economics Government 190

JD Supra: Mergers

MARCH 14, 2024

As many of you may have seen in the news, on March 1, 2024, a federal district court in Alabama found the Corporate Transparency Act (CTA) unconstitutional. The suit, National Small Business United v.

Corporation 175

Corporation Business Trading 175

JD Supra: Mergers

JANUARY 30, 2024

Pursuant to the Corporate Transparency Act (CTA), certain “Regulated Entities” must now file information concerning their beneficial ownership information (BOI) with the Financial Crimes Enforcement Network (FinCEN) so that the data can be accessed by law enforcement, the IRS, certain other agencies, and select financial services companies in a new (..)

Corporation 175

Corporation Financial Services Government Securities 175

JD Supra: Mergers

APRIL 4, 2024

DOJ has been on a public relations campaign to push a simple message for corporations: if companies learn of misconduct, companies should disclose such misconduct to earn valuable benefits.

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Corporation IT 206

JD Supra: Mergers

MARCH 28, 2024

Yellen that the Corporate Transparency Act (the “Act”) is unconstitutional. On March 1, 2024, Judge Liles C. Burke of the Northern District of Alabama, Northeastern Division, ruled in U.S. The federal district court found the Act exceeds Congress’s constitutional power.

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Corporation Business Government Securities 175

JD Supra: Mergers

FEBRUARY 2, 2024

Included in the Anti-Money Laundering legislation was the Corporate Transparency Act (“CTA”). Several years ago, Congress passed the Anti-Money Laundering Act of 2020, which became effective law on January 1, 2021 (the “Act”).

Corporation 169

Corporation Finance Finance 169

JD Supra: Mergers

NOVEMBER 10, 2023

This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.

Corporation 169

Corporation M&A Government Securities 169

JD Supra: Mergers

AUGUST 4, 2023

On 19 July 2023, the Department for Business & Trade published draft regulations (the “Regulations”) which will introduce the new corporate reporting reforms that the Government promised with the conclusion of its Restoring Trust in Audit and Corporate Governance review.

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Corporation Government Trading Business 130