Mergers & Acquisitions Law Report Index-Summary

FAIR VALUE ACCOUNTING

– Disclosure of measurements increased, 108; mandated phase-in announced, 379
– Educational material, FASB and IASB developing, 225
– Financial instruments

– – Effective date for small private banks may be deferred, 206
– – FASB and IASB convergence

See also ACCOUNTING
– – – Book losses and impairment approaches narrowed, 1088
– – – Nonfinancial assets measurement standard limited to highest and best use, 174
– – – SEC and IASB chair say ample time exists for U.S. companies to shift to IFRS, 1140
– – – Solution unlikely, 318; differences highlighted, 856; progress reported, 1086

– – FASB releases proposal, 502; critics detail faults, 961
– – Loan commitments, FASB calls for balance sheet fair value, 267

– Financial liabilities, IASB set to consider, 294

– – Guidance under IFRS 9 finalized, 1008

– Leasee right of use assets in business combinations, IASB fails to reach agreement, 403
– Loans

– – Bank losses, fair value adjustments had minimal impact on regulatory capital, Boston Fed analyst working paper, 128
– – Commitments, FASB calls for balance sheet fair value, 267
– – Security analysts voice support for more information, 961

– Proposed amendments to standards expected, 318
– Share-based payments, IASB agrees to exclude from measurement and disclosure, 268
– Strategic equity investments, separate hedge model ruled out by IASB, 808
– Uncertainty analysis requirements, IASB seeks comments, 627

FEDERAL BUDGET

See BUDGET, U.S.

FEDERAL COMMUNICATIONS COMMISSION (FCC)

– Comcast/NBC Universal merger

See ENTERTAINMENT INDUSTRY

– Cross-ownership rules, stay on eased rules lifted (3d Cir.), 285
– Media ownership reports, filing deadline for Form 323 suspended, 8
– Wireless industry special access service, GAO report urges increase in data collection, 803

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)

– Antitrust review, Dodd-Frank Act may complicate, 814
– Failed banks

See BANKING

– Quarterly “problem list,” 837

FEDERAL RESERVE BOARD (FRB)

– Bear Stearns and AIG holdings increase in value, 745
– Regulatory filing, online system available, 100
– Volcker Rule

– – 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, bank investment in funds to take up in regs., 1023

FEDERAL TRADE COMMISSION (FTC)

– Antitrust

– – Annual report cites blocked medical device mergers, 419
– – Horizontal merger guidelines, FTC and DOJ guidelines

– – – Health insurers, review of past enforcement data suggests compliance, 835
– – – Revision needed, 98; revision proposed, 373; practitioner discussions, 377; comment period extended, 419; new guidelines unveiled, 781; bank guidelines unchanged, 783; ABA offers suggestions, 957

– – House panel examines enforcement, 713
– – Senate panel examines enforcement, Kohl (D-Wis.) urges aggressive enforcement, 545

– FY2011 budget

– – Request seeks funds to maintain consumer protect efforts, 469
– – Senate panel action, 714

– Personnel, Brill and Ramirez confirmed, 218; sworn in, 332

FEES

– Attorneys

See ATTORNEYS

– Bankruptcy, breakup fee to unsuccessful bidder not necessary to preserve estate (3d Cir.), 136
– Canada Competition Bureau premerger notification fees update proposed, 528; updated, 985
– Credit unions, overdraft interim regs., 734
– Finder fee, failure to disclose, board's implicit ratification ends fiduciary breach claims (S.D.N.Y.), 1003

FIDUCIARY DUTY

– Board allocation of consideration between preferred and common stock not breach (Del. Ch.), 286
– Buyout agreement, revaluation triggered by buyout of joint venture partner (8th Cir.), 872
– Class action by retirement age workers for failure to locate and notify employees of benefits eligibility dismissed (N.D. Cal.), 1033
– Credit union mergers and conversions, NCUA proposed standards, 312
– Directors and officers, Del. cases offer guidance, 1049
– ERISA

– – Oral misrepresentations, affirmative duty to disclose right to change plan benefits (U.S. rev den), 202
– – Spinoff of retirees and plan to new company, breach claims to proceed (N.D. Tex.), 981

– ESOPs, director business decision to sell company (W.D. Mich.), 605
– Law firms acting as financial counsel while assisting competitor in takeover attempt (E.D. Pa.), 787
– LLC merger with controlling unitholder, minority shareholder breach of duty claims to proceed (Del. Ch.), 1047
– PNC Financial/National City Corp. merger, settlement of claim by additional disclosures affirmed (Del.), 421
– Private company transactions, disclosure requirements under Del. law, analysis, 183
– Revlon duties

– – 3M tender offer for Cogent, shareholder claims dismissed (Del. Ch.), 958
– – Aiding and abetting claim against acquirer rejected (Del. Ch.), 692
– – Dollar Thrifty sale to Hertz over Avis not breach (Del. Ch.), 851

– Securities claims fueling lawsuits, 959
– Stiefel Labs, failure to disclose merger talks, dismissal denied (S.D. Fla.), 55; dismissal denied for second time, 552
– Stock drop litigation

– – Bank of Am. acquisition of Countrywide and Merrill Lynch, dismissal for lack of fiduciary status (S.D.N.Y.), 829
– – Wachovia

– – – Employees bid for final judgment against dismissal of Morgan Chase denied (W.D. Wash.), 81
– – – §401(k) plan participants' class action dismissed (W.D.N.C.), 764

– – Waste Management, 6 year statute of limitations applied to some claims (D.D.C.), 605; class action certified, 1081

– Stock price, redemption under contract agreement before acquisition resulting in higher price not breach (Del.), 334
– Stock sales, fight of first refusal, stockholder trying to sell to third parties violated duty (Cal. Ct. App.), 51
– Tribune newspaper sale to ESOP not fiduciary duty (N.D Ill.), 35; equitable claims against CEO dismissed, 792
– Tyco Intl. director failure to disclose acceptance of finders fee, board's implicit ratification ends claims (S.D.N.Y.), 1003

FINANCIAL INSTITUTIONS

See BANKING
– Credit unions

See CREDIT UNIONS

FOOD INDUSTRY

– Bankruptcy, Fuddrucker's parent files for CH. 11 protection, Tavistock purchase of assets announced (Bankr D. Del.), 411
– Dairy products, Lactalis acquisition of Puleva, EC clears, 811
– Dean Foods/Foremost Farms, settlement requires divestitures (E.D. Wis.), 99; relevant market properly pleaded, Dean's motion to dismiss denied, 331
– EU merger approvals

See EU MERGER APPROVAL

– France, Competition Auth. approves Hoio partial acquisition of Louis Delhaize subject to divestitures, 298
– Frozen food distributor, Picard Groupe acquisition by Lion Capital, EC clears, 928
– General Mills settles IRS claims over losses from sale of noncontrolling interest in subsidiary, 1036
– Kraft Foods purchase of Cadbury

– – EC approves subject to divestitures, 41
– – U.S. shareholder challenge dismissed on forum non conveniens grounds (D.N.J.), 103

– Lamb Weston/Meijer acquisition of Frisch & Frost, EC approves, 986
– Marfrig acquisition of Seara, EC clears, 59
– Meat producers

– – Marfrig Alimentos acquisition of Keystone Foods Intl., EC clears, 903
– – Vion acquisition of Weyl, EC clears, 811

– Packaging, Bemis acquisition of Alcan Packaging approved by DOJ subject to divestitures, 195
– Premerger notification violations, Smithfield Foods/Premium Standards Farms merger, civil penalty imposed for violation of waiting period (D.D.C.), 100
– Schuitema bid for Super de Boer assets referred to Dutch Competition Auth., 132

FOREIGN CORRUPTION PRACTICES ACT (FCPA)

– Cross-border transaction risks, 263

FOREIGN DIRECT INVESTMENT

– Canada

See CANADA

– CFIUS

See COMMITTEE ON FOREIGN INVESTMENT IN U.S. (CFIUS)

– China

See CHINA

– Decline bottoming out, 670
– Emerging markets, U.S. leadership needed to ensure consistent rules, 928
– FCPA risks in cross-border deals, 263
– India

See INDIA

– Japan

– – Incentive stimulus package outlined, 862
– – Ministry of Economy, Trade and Industry urged to lower corporate tax rate, 406

– Latin America and Caribbean, percent increase predicted, U.N. agency report, 447
– Natural resources, China overseas investments expand global supplier system, 744
– OECD, investment treaty, nonbinding model considered, 248
– Poland opens Korean investment support center, 449
– Russia

– – Liberalization of rules considered, 505; rules adopted, 530
– – Strategic companies list cut, 630
– – Taxation of exiting investors clarified, 1091

– 2009 statistics, U.N. agency reports 39 percent drop, 86
– U.N. reports

– – Corporate confidence growing, UNCTAD report, 861
– – Slow recovery predicted, 697; forecast revised downward, 942

– United Arab Emirates

– – Abu Dhabi creates free zone, 1092
– – Investments opened to countries providing lower import tariffs, 1161
– – Proposal to allow 100 percent foreign ownership of firms under consideration, 248

– United Arab Emirates opened to countries providing lower import tariffs, 1161
– U.S. international position increases, 631
– U.S. steel industry, Chinese firm Anshan investment, congressional group seeks CFIUS review, 651; Steel Caucus vice chair objects to continued interest in Miss. rebar mill, 805; joint venture agreement signed, 858
– U.S. trade agency invests in Middle East and Africa, 672
– World Bank argues for cutting obsolete laws, 671

FOREIGN TAX CREDITS

See TAXATION

FRANCE

– Antitrust

– – Achievements in 2009 outlined, 87
– – Agriculture, Tereos takeover of Groupe Quartier Francais approved subject to divestiture, 530
– – Bitumen and aggregate production, Eurovia takeover of Tarmac Routes et Carrieres, Competition Auth. approves, 833
– – Chemicals, Univar takeover of Eurochem, phase 2 investigation underway, 986
– – Competition Auth. adopts guidelines, 42
– – Food industry, Competition Auth. approves Hoio partial acquisition of Louis Delhaize subject to divestitures, 298
– – Railroads, French Railways and Caisse de Depot et de Placement du Quebec takeover of Keolis and Effia cleared, 87
– – Retail industry, Competition Auth. cites lack of competition, outlines steps to increase, 989

– Financial reform, regulation of short sales, credit rating agencies, and derivatives approved, 989

FRAUD

– Bankruptcy transfers in leverage buyouts, time or intervening causes defenses, 343
– Financial fraud

– – Cendant former chairman settles civil claims (D.N.J.), 39
– – Fiduciary breach, accounting firm's approval of misstated financial condition of company insufficient to establish scienter (6th Cir.), 874
– – McKesson former executive sentenced for cooking the books (N.D. Cal.), 397

– Insider trading

See INSIDER TRADING

– Litigation exposure, failure to disclose (Del. Ch. Ct.), 716
– Porsche takeover of VW, hedge fund alleges violation of securities laws (S.D.N.Y.), 103
– Publishing industry, Black's mail fraud and obstruction of justice conviction upheld, honest-services fraud reversed (7th Cir.), 1004
– Securities

See SECURITIES FRAUD

– Tortious interference, NACCO/Applica failed merger, claims to proceed (Del. Ch.), 9
– Whistleblowers, Intl. Gaming Tech./Anchor Gaming merger, internal reporting not protected, SOX claims to proceed (D. Nev.), 37

FUNERAL SERVICES

– Antitrust, SCI/Keystone North Am. merger, divestitures required (FTC), 309