JD Supra: Mergers

SEPTEMBER 4, 2024

The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid and enforceable agreements with stockholders concerning certain governance rights regardless of whether such rights are expressly provided for in a corporation’s charter.

Corporation 167

Corporation Government Mergers 167

JD Supra: Mergers

AUGUST 9, 2024

For an organization to succeed in the market, it must have a solid reputation; negative public perception resulting from unethical conduct, adverse legal and regulatory actions, and harmful business practices can result in the loss of business, customers, and overall corporate value. By: Dunlap Bennett & Ludwig PLLC

Corporation 149

Corporation Management Business IT 149

JD Supra: Mergers

JULY 31, 2024

As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following changes. Originally Published on American Bar Association, Business Law Today. By: Morris James LLP

Corporation 155

Corporation Business 155

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

JULY 9, 2024

Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers. The UK government is cracking down on corporates turning a blind eye to fraud and other economic crime. By: Latham & Watkins LLP

Corporation 161

Corporation Accountant Economics M&A 161

JD Supra: Mergers

AUGUST 2, 2024

On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance community.

Corporation 161

Corporation Government 161

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 155

Corporation 155

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 177

Corporation M&A Government Business 177

JD Supra: Mergers

JUNE 27, 2024

The Delaware Supreme Court ruled in In re Fox Corporation/Snap Inc. that corporations do not need to seek votes from each stockholder class to approve charter amendments exculpating officers. In the first quarter of 2024, Delaware courts issued several noteworthy opinions.

Corporation 167

Corporation M&A 167

JD Supra: Mergers

AUGUST 8, 2024

This included a provision purporting to allow those stockholders to remove directors while holding less than a majority of the voting power and that the Delaware General Corporation Law (the DGCL) does not authorize a corporate charter to incorporate substantive provisions of a stockholders agreement by reference because.

Corporation 167

Corporation Government 167

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 172

Corporation 172

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 161

Corporation Broker IT 161

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 167

Corporation Public Trading Trading IT 167

JD Supra: Mergers

AUGUST 28, 2024

Independent veterinary practices have increasingly been sold to corporate consolidators, a trend driven by various economic, operational, and market factors. Over the past few years, significant shifts have occurred within the veterinary field, especially when it comes to veterinary practice ownership.

Corporation 161

Corporation Sale Economics IT 161

JD Supra: Mergers

JULY 24, 2024

Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important antitrust considerations companies should have top of mind in 2024. By: Vinson & Elkins LLP

Corporation 172

Corporation Mergers 172

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 161

Corporation IT 161

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 182

Corporation Capital Market Capital 182

JD Supra: Mergers

AUGUST 20, 2024

In the corporate context, one or more shareholders may share a different vision for the company than the other shareholders. Disagreements happen. Or, there may be acrimony amongst the shareholders for other reasons, as can often happen with family-run businesses. Regardless of the reason, sometimes shareholders simply want out.

Corporation 167

Corporation Shares Business 167

JD Supra: Mergers

AUGUST 21, 2024

A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law.

Corporation 167

Corporation Securities Sale IT 167

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 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 167

Corporation Stock IT 167

JD Supra: Mergers

AUGUST 2, 2024

The latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance; (ii) remedies for terminating merger agreements, including lost premium damages; and (iii) what form documents must be in for (..)

Corporation 155

Corporation Mergers Government 155

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 161

Corporation M&A 161

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 161

Corporation Business 161

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 161

Corporation 161

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 155

Equities Corporation Mergers and Acquisitions Mergers 155

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 172

Corporation IT 172

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.

Corporation 167

Corporation IT 167

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 172

Corporation 172

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.

Corporation 187

Corporation IT 187

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 177

Corporation 177

JD Supra: Mergers

AUGUST 9, 2024

Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision. By: Allen Matkins

Corporation 161

Corporation 161

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 155

Corporation 155

JD Supra: Mergers

JULY 31, 2024

Much has been written about the Corporate Transparency Act (“CTA”), which was enacted on January 1, 2021, and went into effect on January 1, 2024. Briefly, the CTA requires “reporting companies” to disclose beneficial ownership information (“BOI”) to the federal government.

Corporation 167

Corporation Government Trading Investment 167

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 149

Corporation 149

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 177

Corporation Finance Finance 177

JD Supra: Mergers

AUGUST 2, 2024

The American Academy of Emergency Medicine Physician Group (AAEM-PG) recently settled a lawsuit in United States District Court for the Northern District of California against Envision Healthcare and Envision Physician Services, accusing them of violating the corporate practice of medicine (CPOM) laws in California.

Corporation 161

Corporation Medical Healthcare Management 161