Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these requirements had been comprehensively addressed in over 30 years. The amendments impact disclosure in current reports under Form 8-K, which are filed by reporting companies, as well as disclosure in certain transaction filings (registration statements, proxy statements and...By:...
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Welcome to the 25th edition of our newsletter on developments in the automotive industry published by Morgan Lewis’s automotive & mobility team with contributions from lawyers in our offices around the globe. We counsel our automotive clients on a broad range of industry-specific issues, including matters relating to mergers and acquisitions, antitrust, litigation, regulatory concerns, intellectual property, and labor and employment. Please see full Publication below for more information....B...
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On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree Value Master Fund, LP v. Jarden Corp., the Delaware Supreme Court affirmed Vice Chancellor Slights’ finding that Jarden’s unaffected stock market price was the most reliable indicator of fair value under the facts presented there....By: Cadwalader, Wickersham & Taft LLP
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Pacta sunt servanda, i.e., agreements must be kept. This applies in both good economies and bad. Companies considering a modification of their business operations to offset lower revenue must be mindful of existing commercial contracts. Implicit in almost every New York agreement is a covenant of good faith and fair dealing in the course of performance. Output and requirements contracts are an exception, however....By: Robinson+Cole Construction Law Zone
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Intel Corp. has reached a nearly $9 billion deal to sell its NAND flash memory unit to South Korea’s SKY Hynix, a “move that reorient[s] the semiconductor giant away from an area of historical importance that has become increasingly challenged”....By: Robins Kaplan LLP
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Part I described various strategies to help smaller and early-stage life science companies establish an intelligent IP strategy and Part II described various strategies used when preparing for a transaction. In this Part III, we discuss the various relevant factors for choosing the right transaction......By: Adler Pollock & Sheehan P.C.
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J&F Investmentos SA (“J&F), a Brazilian private investment company, plead guilty to FCPA bribery violations in federal court in Brooklyn, New York. As part of the plea agreement, J&F agreed to pay a fine of $256 million and to cooperate with ongoing investigations of other companies and individuals involved in the bribery schemes....By: Michael Volkov
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ESMA guidelines on liquidity stress testing in UCITS and AIFs: FCA comment - Among other things covered in its latest Regulation round-up, the UK Financial Conduct Authority (FCA) comments on the European Securities and Markets Authority's guidelines on liquidity stress testing (LST) in UCITS and alternative investment funds (AIFs)....By: Hogan Lovells
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McDermott Will & Emery’s Family Office Tax Roundtable provides participants with an interactive virtual program focused on select income and transfer tax considerations for family enterprises. Attendees will hear presentations from esteemed private client and tax lawyers discussing recent developments and key considerations impacting families. Topics include: - Current Income & Transfer Tax Update - New Treasury Regulation Updates for Partnerships & S Corporations - Merger & Acquisition Ta...
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Tom Fox welcomes Luke Wilson to the Innovation In Compliance show. Luke is the Vice President of Intelligence at 4iQ. He has extensive experience in cyber threat analysis and counter-terrorism, having worked with the federal government for many years. Luke and Tom chat about trending cybersecurity issues in this week’s show....By: Thomas Fox
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