JD Supra: Mergers

OCTOBER 27, 2023

The Department of Justice (DOJ) recently unveiled a policy for voluntary disclosure of misconduct in mergers and acquisitions (M&A). This is another in a series of recent initiatives relating to corporate compliance, including updates to relevant guidance and corporate voluntary self-disclosure.

Mergers 155

Mergers Acquisitions Mergers and Acquisitions M&A 155

JD Supra: Mergers

OCTOBER 6, 2023

4, the Department of Justice’s (DOJ) new safe harbor policy for voluntary self-disclosures (VSD) arising from mergers and acquisitions (Safe Harbor Policy). Summary - Deputy Attorney General Lisa O. Monaco unveiled Wednesday, Oct. By: Ballard Spahr LLP

Mergers and Acquisitions 167

Mergers and Acquisitions Mergers Acquisitions 167

JD Supra: Mergers

DECEMBER 6, 2023

On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement followed the U.S.

Shares 167

Shares Securities 167

JD Supra: Mergers

JANUARY 31, 2024

The final rules require new enhanced disclosure requirements related to SPACs, and include new procedural protections in de-SPAC transactions. Securities and Exchange Commission (SEC) has adopted final rules aimed at enhancing investor protections in initial public offerings by SPACs and in subsequent de-SPAC transactions.

Initial Public Offering 182

Initial Public Offering Investors Underwriting Acquisitions 182

JD Supra: Mergers

OCTOBER 18, 2023

On October 4, 2023, during remarks before the Society of Corporate Compliance and Ethics, Deputy Attorney General (AG) Lisa Monaco unveiled a new US Department of Justice (DOJ)-wide safe harbor policy for voluntary self-disclosures made in connection with mergers and acquisitions (M&A).

M&A 167

M&A Mergers and Acquisitions Mergers Corporation 167

JD Supra: Mergers

APRIL 18, 2024

Disclosure statements and plans contain considerable information, and the most pressing issues for a creditor can vary depending on the nature of the creditor’s claim and its relationship with the debtor. This is determined on a case-by-case basis.

IT 172

IT 172

JD Supra: Mergers

SEPTEMBER 29, 2023

In recent remarks, Principal Associate Deputy Attorney General (PADAG) Marshall Miller of the Department of Justice (DOJ) revealed that Deputy Attorney General Lisa Monaco will soon announce new voluntary self-disclosure guidance specifically tailored to mergers and acquisitions (M&A). By: Skadden, Arps, Slate, Meagher & Flom LLP

M&A 177

M&A Mergers and Acquisitions Corporation Mergers 177

JD Supra: Mergers

OCTOBER 5, 2023

Department of Justice’s (DOJ’s) latest effort to promote voluntary self-disclosure of corporate misconduct by companies, Deputy Attorney General (DAG) Lisa Monaco has announced guidance regarding a new safe harbor policy related to mergers and acquisitions (M&A). In the U.S. By: Skadden, Arps, Slate, Meagher & Flom LLP

Mergers 172

Mergers Acquisitions Mergers and Acquisitions M&A 172

JD Supra: Mergers

OCTOBER 20, 2023

Building on the implementation of policies in 2022 and earlier this year encouraging voluntary self-disclosure of misconduct and promoting the value of effective corporate compliance plans. Deputy Attorney General Lisa Monaco recently announced a new safe harbor policy for voluntary self-disclosures made in. By: Baker Donelson

Mergers 161

Mergers Acquisitions Corporation 161

JD Supra: Mergers

AUGUST 7, 2023

In Short - The Situation: The Delaware Court of Chancery recently held that supplemental disclosures must be "material" to warrant mootness fees in litigation challenging the disclosures for M&A transactions. Anderson v. Magellan Health, Inc., 2021-0202-KSJM (Del. July 6, 2023). By: Jones Day

M&A 130

M&A 130

Deal Lawyers

FEBRUARY 14, 2024

Deciding whether a public company needs to disclose preliminary merger negotiations is always a challenging process, but the SEC recently announced an enforcement proceeding against a SPAC that serves as a reminder that getting that decision wrong can have a significant downside.

Negotiation 120

Negotiation Mergers 120

JD Supra: Mergers

OCTOBER 9, 2023

Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new Mergers & Acquisitions Safe Harbor Policy. On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. By: Moore & Van Allen PLLC

Corporation 167

Corporation Mergers Acquisitions 167

JD Supra: Mergers

OCTOBER 17, 2023

On 4 October 2023, Deputy Attorney General (DAG) Lisa Monaco announced a new US Department of Justice (DOJ) Safe Harbor Policy for voluntary self-disclosure made in connection with mergers and acquisitions (M&A). By: K&L Gates LLP

Mergers and Acquisitions 161

Mergers and Acquisitions Mergers Acquisitions M&A 161

Deal Lawyers

OCTOBER 3, 2023

Last February, the DOJ announced a new corporate voluntary self-disclosure (VSD) policy that provides incentives to encourage self-disclosure of corporate misconduct, cooperation in investigations & appropriate remediation efforts. In a recent speech, Principal Deputy AG Marshall Miller addressed the application of […]

M&A 120

M&A Corporation 120

JD Supra: Mergers

JUNE 14, 2023

On May 3, the Securities and Exchange Commission (SEC) adopted final amendments that call for certain quantitative and qualitative disclosure requirements with respect to repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Shares 130

Shares Equities Trading Securities 130

Deal Lawyers

MAY 6, 2024

The Delaware Supreme Court doesn’t appear to be seeing eye-to-eye with the Chancery Court when it comes to disclosure of advisor conflicts.

IT 111

IT 111

JD Supra: Mergers

DECEMBER 5, 2023

The United States Department of Justice (“DOJ”) recently made clear that acquiring entities involved in mergers and acquisitions must conduct thorough due diligence of acquired companies and, if relevant, undergo a voluntary self-disclosure of pertinent findings to avoid successor criminal liability for misconduct under the law.

Mergers and Acquisitions 155

Mergers and Acquisitions M&A Mergers Acquisitions 155

Deal Lawyers

OCTOBER 27, 2023

Last week, John blogged about the DOJ’s new “Mergers & Acquisitions Safe Harbor Policy” intended to incentivize voluntary self-disclosure of wrongdoing uncovered during the M&A process, which Deputy AGs had previewed in a speech and multiple prior comments.

M&A 120

M&A Mergers and Acquisitions Mergers Acquisitions 120

JD Supra: Mergers

FEBRUARY 6, 2024

On January 24, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) to enhance disclosure and investor protection in initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and in business combination transactions involving shell companies, such as SPACs, and private operating companies (..)

Initial Public Offering 172

Initial Public Offering Investors IPO Acquisitions 172

Global Newswire by Notified: M&A

MAY 22, 2024

PUBLIC DEALING DISCLOSURE BYA PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORERule 8.3 of the Takeover Code (the “Code”).

Securities 75

Securities 75

JD Supra: Mergers

MARCH 22, 2024

On March 6, 2024, in a 3 to 2 vote of the Commissioners, the US Securities and Exchange Commission (the "SEC") adopted rules that will require public companies to disclose extensive climate change-related information in their SEC filings. On March 15, 2024, a federal appellate court imposed a temporary stay pending judicial review of the new rules.

Securities 172

Securities 172

JD Supra: Mergers

JULY 13, 2023

The court declared that future mootness fees for supplemental disclosures will only be awarded where such disclosures are “material” and, even then, signaled that amounts awarded will be much lower than in the past. This decision, which builds on prior Delaware jurisprudence that has sought to discourage.

M&A 130

M&A Mergers 130

Deal Lawyers

NOVEMBER 29, 2023

11/23) the 7th Circuit rejected disclosure claims premised on alleged misstatements and omissions in a proxy statement relating to the 2016 inversion transaction between Johnson Controls & Tyco International. Earlier this month, in Smykla v. Molinaroli, (7th Cir.;

M&A 129

M&A IT 129

JD Supra: Mergers

NOVEMBER 10, 2023

On October 4, Deputy Attorney General (DAG) Lisa Monaco announced the Department of Justice’s (DOJ) new Safe Harbor Policy for voluntary self-disclosures made in connection with mergers and acquisitions (M&A). Unlike the DOJ’s past self-disclosure incentive policies, the new policy permits leniency for conduct that.

M&A 167

M&A Corporation Mergers and Acquisitions Mergers 167

JD Supra: Mergers

OCTOBER 16, 2023

Department of Justice (DOJ) announced a uniform approach for the resolution of voluntary self-disclosure (VSD) of misconduct discovered during M&A due diligence. On October 4, 2023, the U.S.

M&A 161

M&A Mergers and Acquisitions Acquisitions Mergers 161

JD Supra: Mergers

MAY 16, 2024

A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where stockholder approval is obtained after they have received all material information.

Business 172

Business IT 172

Deal Lawyers

JULY 18, 2023

Mootness fees have become a popular alternative for plaintiffs asserting M&A disclosure claims post-Trulia. The traditional pattern for these cases has been for plaintiffs to file disclosure claims in federal court and then agree to a settlement involving the payment of a mootness fee after corrective disclosure has been made.

M&A 100

M&A 100

JD Supra: Mergers

MAY 3, 2024

The Australian Federal Parliament recently introduced new requirements for public companies to disclose information about their subsidiaries in their annual report by legislating the Treasury Laws Amendment (Making Multinationals Pay Their Fair Share—Integrity and Transparency) Act 2024 (Cth) ("Act"). By: Jones Day

Shares 161

Shares 161

Deal Lawyers

SEPTEMBER 22, 2023

8/23), the Delaware Chancery Court refused to dismiss breach of fiduciary duty allegations against the officers of an LLC arising out of alleged disclosure shortcomings in connection with a controlling members’ tender offer & subsequent squeeze-out of the minority holders. Washington Prime Group, LLC, (Del. The Court […]

Funds 100

Funds 100

Deal Lawyers

OCTOBER 19, 2023

Earlier this month, I blogged about comments made by Principal Deputy AG Marshall Miller on the relevance of the DOJ’s voluntary self-disclosure policy for companies engaged in M&A transactions. During the course of those comments, Deputy AG Miller promised further guidance on this topic in the near future.

M&A 111

M&A 111

JD Supra: Mergers

AUGUST 14, 2023

This covers four topics: new IFRS sustainability and climate-related disclosures, the need for non-UK listed companies to have a FRC-registered third country auditor, forthcoming ending of transitional relief for shell companies and MFA for access the FCA's online systems.

IT 130

IT 130

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 172

Corporation Financial Services Government Securities 172

JD Supra: Mergers

SEPTEMBER 13, 2023

In-depth merger control reviews are intense and time-pressured matters. As a result, merging companies and their advisors are challenged to meet regulators’ ever-growing demands for internal documents.

Mergers 161

Mergers 161

JD Supra: Mergers

JANUARY 8, 2024

banking regulators published a request for comment covering a proposed revision to the call report forms and process that would mandate more granular disclosure on loans made to private equity funds. That’s one possible question after U.S. By: Cadwalader, Wickersham & Taft LLP

Funds 177

Funds Private Equity Finance Finance 177

JD Supra: Mergers

JULY 20, 2023

imposing a new, heightened standard of review of requests for mootness fees predicated on supplemental disclosures made in connection with a merger. Before Magellan, such supplemental disclosures needed to provide “some benefit” to warrant a fee. Now, such disclosures must meet the legal threshold of being “material.”.

Mergers 130

Mergers 130

Global Newswire by Notified: M&A

MAY 23, 2024

PROPOSED ACQUISITION OF XP POWER LIMITED DEALINGS DISCLOSURE INTRODUCTION The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch.

Corporation 40

Corporation Bank Banking Acquisitions 40

Deal Lawyers

MAY 22, 2023

In light of the circumstances that give rise to these deals, it’s not surprising that they often give rise to some rather extraordinary disclosures […]

Financial Institution 100

Financial Institution IT 100