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Corporate & Securities Law

DealLawyers.com Blog

Contributions from the M&A community.
By Broc Romanek

Post Frequency: 0.9/day

Last Entry: July 13, 2009 at 09:35:07

Obama's "Incorporation Transparency Act" and The Shape of Things to Come

Posted on June 04, 2008
Obama's "Incorporation Transparency Act" and The Shape of Things to Come From guest blogger J.W. Verret, Assistant Professor, George Mason University School of Law: The Senate Permanent Investigations Subcommittee is considering a bill introduced a few weeks ago by Senators...

Goldman Sach Cancels a Deal: SPACs in Limbo?

Posted on May 29, 2008
Goldman Sach Cancels a Deal: SPACs in Limbo? With Goldman Sachs canceling its much-anticipated SPACs offering - through Liberty Lane - it looks like the bloom may be off the SPACs, rose (see this WSJ article from yesterday). Today's WSJ...

Sovereign Wealth Funds and Activism

Posted on May 28, 2008
Sovereign Wealth Funds and Activism In this podcast, Ron Orol, Senior Writer for The Daily Deal, discusses sovereign wealth funds, including: - What is a "sovereign wealth fund"? - How are they working with activist investors, particularly in a post-Dubai...

Sovereign Wealth Funds and Activism

Posted on May 21, 2008
Sovereign Wealth Funds and Activism In this podcast, Ron Orol, Senior Writer for The Daily Deal, The Deal and TheDeal.com and author of "Extreme Value Hedging: How Activist Hedge Fund Managers Are Taking on the World,"discusses sovereign wealth funds, including:...

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SEC Approves NYSE's New SPAC Listing Standards

Posted on May 14, 2008
SEC Approves NYSE's New SPAC Listing Standards Last week, in this order, the SEC approved the NYSE's rule changes to make it easier for SPACs to be listed on the exchange. In addition to SPAC listings, the rule changes will...

Officers and Directors Not Considered "Passive" under Rule 13d

Posted on May 13, 2008
Officers and Directors Not Considered "Passive" under Rule 13d Recently, I received a question about an old blog about how officers and directors are not considered passive under Rule 13d. Jim Moloney of Gibson Dunn notes that one thing that...

SEC Proposes Changes to Cross-Border Rules

Posted on May 09, 2008
SEC Proposes Changes to Cross-Border Rules Yesterday, the SEC posted its 194-page proposing release related to the amendments to the cross-border rules, the first proposed changes to the rules since they were initially adopted in 1999. A departure from recent...

2008: The Year of the Hedge Fund Activist

Posted on May 06, 2008
2008: The Year of the Hedge Fund Activist Join us tomorrow for the webcast - "2008: The Year of the Hedge Fund Activist" - to learn about the latest strategies and tactics used by hedge fund activists, as well as...

Joint Bidding By Private Equity Firms: Federal Court Dismisses Private Antitrust Challenge

Posted on May 05, 2008
Joint Bidding By Private Equity Firms: Federal Court Dismisses Private Antitrust Challenge A few months ago, in the wake of the Department of Justice's inquiry into alleged anti-competitive behavior among private equity firms, a handful of class actions have been...

Exclusive Remedy Clauses and Extra-Contractual Disclaimers

Posted on May 02, 2008
Exclusive Remedy Clauses and Extra-Contractual Disclaimers Many thanks to Broc for inviting me to join the blog. I thought I�d use my first post to flag a new case out of Delaware - from the Superior Court, not the Court...

SEC Filing Fees: Going Way Up

Posted on May 01, 2008
SEC Filing Fees: Going Way Up In yesterday's fee rate advisory, the SEC announced that filing fees will be going up after October 1st (or whenever Congress approves the SEC's budget, which historically is significantly later than October 1st) to...

"Witches Brew": SEC Accuses Trader of Rumormongering on Deal

Posted on April 29, 2008
"Witches Brew": SEC Accuses Trader of Rumormongering on Deal As noted in this NY Times article on Friday (and this Wilson Sonsini memo), the SEC settled a case with a former securities who allegedly spread false rumors to profit from...

JPMorgan Chase/Bear Stearns: Splicing the Delaware Issues

Posted on April 28, 2008
JPMorgan Chase/Bear Stearns: Splicing the Delaware Issues Tune in tomorrow for our webcast - "JPMorgan Chase/Bear Stearns: Splicing the Delaware Issues" - during which Professors Elson, Cunningham and Davidoff will analyze the novel Delaware issues presented by the Bear Stearns...

CFIUS Proposes New Regulations on Foreign Investments

Posted on April 24, 2008
CFIUS Issues Proposed Regulations On Monday, the Department of the Treasury's Committee on Foreign Investment in the United States (�CFIUS�) issued proposed regulations governing national security reviews of foreign investments in US companies. The proposed regulations � issued to implement...

Corp Fin's New M&A Chief: Michele Anderson

Posted on April 17, 2008
Corp Fin's New M&A Chief: Michele Anderson Congrats to Michele Anderson, who was promoted to Corp Fin's new Chief of the Office of Mergers & Acquisitions. Most recently, Michele served as a Legal Branch Chief in the Office of Telecommunications...

Delaware Court of Chancery Permits Insurgent To Nominate Short Slate

Posted on April 16, 2008
Delaware Court of Chancery Permits Insurgent To Nominate Short Slate On Monday, the Delaware Court of Chancery ruled on another advance by-law case (here is a blog about the other case). Here is some analysis from Travis Laster: If the...

'08 Shaping Up as Boom Year for Proxy Battles

Posted on April 14, 2008
'08 Shaping Up as Boom Year for Proxy Battles This recent Chicago Tribune article quotes Pat McGurn of RiskMetrics noting that the number of dissident shareholder demands tracked so far this year are the highest ever. The article notes that...

Delaware Chancery Court Doesn't Meddle in Bear Stearns Deal (In Favor of New York Proceeding)

Posted on April 11, 2008
Delaware Chancery Court Doesn't Meddle in Bear Stearns Deal (In Favor of New York Proceeding) From Travis Laster: On Wednesday, Vice Chancellor Parsons of the Delaware Court of Chancery stayed an action filed in Delaware to enjoin the Bear Stearns-JPMorgan...

Delaware Chancery Court Denies Preliminary Injunction Based on Inadequate Disclosure in Merger Proxy Regarding Financial Analyses (and Other Matters)

Posted on April 07, 2008
Delaware Chancery Court Denies Preliminary Injunction Based on Inadequate Disclosure in Merger Proxy Regarding Financial Analyses (and Other Matters) From Kevin Miller of Alston & Bird: In this decision by Vice Chancellor Lamb, the Delaware Chancery Court denied a motion...

News from the Tulane Institute

Posted on April 04, 2008
News from the Tulane Institute The annual Tulane University Corporate Law Institute is always a big M&A Conference. I'm not there myself this year, but the NY Times' DealBook is carrying regular coverage of the proceedings. Great stuff! And here...

Bear Stearns Deal Under Scrutiny

Posted on April 02, 2008
Bear Stearns Deal Under Scrutiny With the 212-page Blueprint Paulson Report adding fuel to the fire over how the government should handle the credit crunch, more and more critics are emerging over the Federal Reserve's role in the JPMorgan Chase/Bear...

Nasdaq Revises Its SPAC Listing Proposal

Posted on March 25, 2008
Nasdaq Revises Its SPAC Listing Proposal Last week, the Nasdaq revised its proposed rule change regarding SPACs that it originally filed a few weeks ago. Under the revised proposal, SPACs would not be required to use cash in completing a...

German Federal Cartel Office Orders the Unwinding of an Acquisition

Posted on March 17, 2008
German Federal Cartel Office Orders the Unwinding of an Acquisition From Sullivan & Cromwell: "On February 28th, the German Federal Cartel Office prohibited the acquisition of a 13.75% shareholding in Norddeutsche Affinerie AG by A-TEC Industries AG. Despite falling short...

Goldman Sachs to Try New Brand of SPACs

Posted on March 14, 2008
Goldman Sachs to Try New Brand of SPACs The WSJ reports that Goldman Sachs will finally enter the roaring SPACs field - but will do so that is more "shareholder friendly." Check out this DealBook article - as well as...

March-April Issue: Deal Lawyers Print Newsletter

Posted on March 13, 2008
March-April Issue: Deal Lawyers Print Newsletter This March-April issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on: - 2008: The Year of the Activist Hedge Fund - How to Settle Insurgencies and...

NYSE Files Proposal to Allow the Listing of SPACs

Posted on March 11, 2008
NYSE Files Proposal to Allow the Listing of SPACs From Davis Polk: "Following a similar move by the Nasdaq Stock Market last week, the NYSE has filed a proposed rule change with the Securities and Exchange Commission that contains a...

The New Business Combination Accounting

Posted on March 10, 2008
The New Business Combination Accounting As I learn more about the impact the FASB's new business combination rules on deals, I truly believe that this is the "sleeper" of the year. Did you know that lawyers won't be able to...

Genesco Delays Trial Ahead of (Costly) Settlement

Posted on March 05, 2008
Genesco Delays Trial Ahead of (Costly) Settlement Below is an article that recently ran in the NY Time's DealBook (here is the Genesco press release): Genesco and Finish Line appear to have reached an armistice in their battle over a...

Turning Around Troubled Companies

Posted on March 03, 2008
Turning Around Troubled Companies Jim Thornton, CEO of Provo Craft and Novelty, saved this company from bankruptcy by growing revenue to $200 million, a 38% increase in two years with an improvement of 227% in EBITDA. For example, he turned...

Rejecting Merger Proposal/Approving Reclassification: Delaware Chancery Court Dismisses Breach Claims

Posted on February 27, 2008
Rejecting Merger Proposal/Approving Reclassification: Delaware Chancery Court Dismisses Breach Claims From Kevin Miller of Alston & Bird: A few weeks ago - in Gantler v. Stephens - Vice Chancellor Parsons granted defendants' motion to dismiss claims alleging that certain directors...

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