Mergers & Acquisitions Law Report Index-Summary

DEBT vs EQUITY

– Stock for debt swap, SEC considers excess as contribution to capital, 1142

DENMARK

– Corporate exit tax, EU challenges unrealized capital tax, 1161
– Shareholder taxation, exemption for minority shareholders in small and midsize firms announced, 1125

DEPARTMENT OF JUSTICE (DOJ)

See JUSTICE DEPARTMENT (DOJ)

DEPOSITIONS

– Securities fraud, confidential witness may be deposed (2d Cir.), 397

DERIVATIVE ACTIONS

– Bank of Am. and Merrill Lynch merger, target premerger shareholders standing as post-merger shareholders (Del.), 825
– Business strategy immunity use, 747
– Countrywide/Bank of Am. settlement affirmed (Del.), 497
– Discovery, books and records may not be requested after failure to conduct pre-suit investigation (Del. Ch.), 497
– Dow/Rohm and Haas merger, suit not pleading demand futility rejected (Del. Ch.), 75
– Limited partner challenge of insider asset sale at below market value to proceed (Colo. Ct. App.), 1079
– LLC creditors lack standing (Del. Ch.), 1027
– Oil and gas, Teppco Partners/Enterprise Products merger settles suit challenging transfer of assets (Del. Ch.), 121
– Pleading, fairness test requires dealing and price considerations (Del. Ch.), 602

DERIVATIVES

See HEDGES
– Bank restrictions

See LEGISLATION, FEDERAL, HR 4173

– Regulatory oversight

See LEGISLATION, FEDERAL, S 3217

DIRECT FOREIGN INVESTMENT

See FOREIGN DIRECT INVESTMENT

DIRECTORS AND OFFICERS

– Board entrenchment, inspection of books, belief insufficient to justify (Del.), 759
– Corporate governance, boards bundling unfavorable amendments with shareholder favored measures, 220
– Debt instrument continuing director provisions, attorneys' fees awarded to disabling provisions (Del. Ch.), 1077
– Executive compensation

See EXECUTIVE COMPENSATION

– Fiduciary duty, Del. cases offer guidance, 1049
– Finder fee, failure to disclose, board's implicit ratification ends fiduciary breach claims (S.D.N.Y.), 1003
– Independence

– – Institutional Shareholder Services issued draft policies, 1024
– – Investor challenge to acquisition of subsidiary controlled by board members to proceed (Del. Ch.), 1024

– Shareholder nominations

– – ICI and Indep. Dir. Council file briefs challenging application of SEC rules to regulated investment companies (D.C. Cir.), 1180
– – ICI study on trends, 1109

– Stock split invalidity entitles initial shareholders to elect new directors (Del. Ch.), 1076

DISCHARGE OF INDEBTEDNESS

– Partnerships, application to, 921; flexibility offered, questions remain, 983

DISCLOSURE

See also REPORTING REQUIREMENTS
– Accounting issues

See ACCOUNTING; FAIR VALUE ACCOUNTING

– Canada Personal Information Protection and Electronic Documents Act, disclosure of employee-related disclosures relief, 1062
– Educational learning, PLATO Learning acquisition by Thoma Bravo halted pending correction of proxy disclosures (Del. Ch.), 472
– Executives benefiting from transaction, failure to disclose claims settled (S.D. Iowa), 223
– Fiduciary duty, oral misrepresentations, affirmative duty to disclose right to change plan benefits (U.S. rev den), 202
– Financial reporting requirements, EU firms' compliance falls short, need for improvement noted, 901
– Health entity mergers, attorney-client privilege re qui tam suits, analysis, 1097
– Litigation exposure, failure to disclose (Del. Ch. Ct.), 223
– Minority shareholder claims of failure to disclose pending merger talks reinstated (5th Cir.), 219
– Private company transaction under Del. law, analysis, 183
– Real estate investment trusts, class action challenging KKR Financial Holdings registration statement dismissed (S.D.N.Y.), 1145
– Securities acquisition reports, violation of Swiss law nets record fine, 132
– Securities fraud, failure to reveal merger talks claims dismissed (2d Cir.), 354
– Twitter, firms cautioned on use by SEC official, 939
– United/Continental merger, class action plaintiffs required to disclose settlements of similar suits (N.D. Cal.), 797; injunction denied, 905

DISCOVERY

– Books and records may not be requested after failure to conduct pre-suit investigation (Del. Ch.), 497
– Business strategy immunity, use in corporate transactions, 747
– Galleon fund wiretap evidence

See INSIDER TRADING

– HP/3Com merger

– – EC clears, 176
– – Fast track bid rejected (Del. Ch.), 31

– Insider trading

– – Bill of particulars, use to uncover information between tipper and spouse (S.D.N.Y.), 661
– – Former private equity association charged by SEC entitled to view FBI and U.S. Attorney's Office criminal investigation documents (N.D. Cal.), 475

DISCRIMINATION

– Race, Countrywide charged with discriminatory lending (Ill. Cir. Ct.), 635
– Sex, Bank of Am./Merrill Lynch merger, Merrill Lynch employee retention plan bias claims fails to meet pleading standards (S.D.N.Y.), 401

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

– Banks, Volcker Rule, proprietary trading and hedge fund investments restrictions

– – Financial Stability Oversight Council urged to take tough stance, 1026
– – Securities Indus. and Fin. Markets Ass'n urge prompt clarification, 1040
– – Transition period, FRB seeks comments on 2-year proposal, 1048
– – Venture capital, FRB to take up issue, 1023

– Executive compensation

– – Institutional Shareholder Services draft policies highlight changes, 1025
– – Say-on-pay

– – – Investment company voting trends, ICI study, 1109
– – – Public companies over-planning, 1109
– – – Regs. on fast track, 1053; analysis of Prop. Regs., 1128

– Investment fund advisor registration, SEC Prop. Regs., 1111; enforcement priorities being identified, 1113
– SEC moving forward on discrete issues under consideration, 1053

DRUG COMPANIES

See PHARMACEUTICAL COMPANIES