 |
|
|
|
|
|
|
| Mergers & Acquisitions |
Ryan v. Lyondell Chemical Co.
October 6, 2008
Mitesh Patel
Michael K. Rafter
On July 29, 2008 the Delaware Chancery Court decided the case of Ryan v. Lyondell Chemical Company (“Ryan”)(Del. Ch., July 29, 2008), and found that despite a shareholder stock price well above the market rate, seemingly customary deal protection terms and overwhelming stockholder approval, independent directors could be held to be personally liable for their role in approving a cash merger.
|
|
SEC Shortens Holding Periods for Unregistered Stock - 11/07
Business and Finance
November 20, 2007
Robert D. Klingler
Michael K. Rafter
On November 15, 2007 the Securities and Exchange Commission (SEC) announced amendments to Securities Act Rules 144 and 145 that are intended to reduce the cost of capital and increase access to capital.
|
|
Supreme Court Overrules Per Se Prohibition on Retail Price Maintenance - 07/06/07
Business & Finance
July 5, 2007
Thomas R. McNeill
G. Patrick Watson
In a decision sure to cause both manufacturers and retailers to examine their resale pricing policies, on June 28, 2007, the United States Supreme Court overruled the nearly 100 year old rule that agreements to establish minimum resale prices constitute per se violations of section 1 of the Sherman Act.
|
|
NASDAQ Capital Market Securities to Receive Blue Sky Exemptions - 05/07
Business & Finance
May 21, 2007
Terrence Allen Childers
Robert D. Klingler
Eliot W. Robinson
The Securities and Exchange Commission approved an amendment to a rule under Section 18 of the Securities Act of 1933 that will designate securities listed on the Nasdaq Capital Market as for purposes of Section 18.
|
|
SEC Allows Electronic Delivery of Proxy Material - 01/02/07
Business & Finance
January 2, 2007
G. William Speer
At an open meeting on December 13, 2006, the Securities and Exchange Commission unanimously adopted amendments to its proxy rules, effective July 1, 2007, that will allow, but not require, companies to furnish proxy materials to shareholders through a "notice and access" model using the internet.
|
|
Georgia Legislature Approves Amendments to Georgia Corporation Code - 04/03/06
Business & Finance and Securities & Corporate Litigation
April 3, 2006
Thomas R. McNeill
Thomas S. Richey
Louis C. Spelios
Last week, the Georgia Legislature approved Senate Bill 469, a bill which affects how Georgia corporations conduct their affairs by modernizing the Georgia Corporate Code. Specifically, the bill contains provisions which relate to: the approval process for corporate transactions; the advancement of expenses to persons entitled to indemnification as corporate directors and officers, as well as the obligation of a corporation to indemnify; proceedings during bankruptcy; and the process by which corporations, limited liability companies, and partnerships, may elect another legal form. The bill is awaiting signature by Georgia Governor Sonny Perdue.
|
|
Delaware Ruling Reminds Sellers to Tell the Truth - 02/22/06
Business & Finance
February 22, 2006
Terrence Allen Childers
Riccarda Heising
From Delaware last week comes an important reminder to all private companies that in the contract of a merger or acquisition, the ability to protect a seller from post-closing fraud claims is limited.
|
|
Assumption of Liabilities in Asset Acquisitions: Make Sure You Know What You're Getting - 02/21/06
Business & Finance
February 21, 2006
Stuart C. Johnson
M. Todd Wade
When agreeing to assume the liabilities related to the assets that one is acquiring, be careful that the agreement spells out the liabilities being assumed. Otherwise, as illustrated by the recent decision from the Eleventh Circuit Court of Appeals in Clanton v. Internet Global, LLC, you may find yourself taking on more obligations than initially presumed.
|
|
|
|
|
|
|
|
