Mergers & Acquisitions Law Report Index-Summary

RACE DISCRIMINATION

– Countrywide charged with discriminatory lending (Ill. Cir. Ct.), 635

RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS (RICO) ACT

– Extraterritorial reach limited (2d Cir.), 895
– Pharmacies, health information misuse, retailers charge CVS and Caremark with RICO violations (S.D. Tex.), 944
– Standing, diminution of stock value claims lack (10th Cir.), 200

RADIO

See TELECOMMUNICATIONS

RAILROADS

– Deutsche Bahn, Arriva acquisition subject to divestitures, 796
– French Railways and Caisse de Depot et de Placement du Quebec takeover of Keolis and Effia cleared, 87
– L. B. Foster acquisition of Portec Rail, divestiture consent order filed (D.D.C.), 1174
– Union Pacific, seniority, refusal to set aside Natl. R.R. Adjustment Bd. arbitration award upheld (5th Cir.), 982

REAL PROPERTY

– Bankruptcy

– – Building and construction, Starwood Land Ventures asset purchase of TOUSE Homes approved (Bankr. S.D. Fla.), 181
– – Retail/mall properties, General Growth Properties

– – – 4-month extension to secure recapitalization and solicit bids granted (Bankr. S.D.N.Y.), 250
– – – Simon Property makes offer, 210

– Environmental due diligence, market trends reflect growing call for accountability, transparency and disclosure, 356; 444
– Real estate investment trusts, class action challenging KKR Financial Holdings registration statement dismissed (S.D.N.Y.), 1145
– Securities fraud, Archer/Tishman merger prospectus misrepresentations, 1933 Act protects only purchasers (D. Colo.), 761
– Title insurance companies, Fidelity Natl./LandAmerican Fin. Group merger, divestitures address FTC charges (FTC), 690

REDUCTIONS IN FORCE

See LAYOFFS

RELEASES

– Noncompetition agreements, settlement over stock purchase agreement earn out sufficient to bar claims (Del. Ch.), 547
– Philadelphia Stock Exchange, release settling state claims precludes federal claims (3d Cir.), 789

REORGANIZATIONS

– (A) reorganizations

See also PRIVATE LETTER RULINGS (PLRs)
– – Closely held parent merger into sole subsidiary qualified (PLR), 404
– – Holding company merger with corporation whose stock is main asset qualifies (PLR), 503
– – Merger followed by liquidation not qualified, analysis of Rev. Rul. 2008-25, 536
– – Merger of parent into first tier subsidiary qualifies (PLR), 963
– – Multistep merger and transfer of stock to ESOP qualifies (PLR), 153

– Accounting, consolidation issues

See ACCOUNTING

– Active trade or business acquisition, ABA seeks change to strict prohibition on use of assets, 503
– Australia, demerger changes, discussion paper issued, 1160
– Brazil, tax debts and fines transfer, 694
– Built-in gains, S corporation asset sale and liquidation, successor firm liable where shareholders agreed to indemnify purchaser for pre-closing costs (CCA), 1186
– Canada, capital gains tax on Husky Oil/Enterprises Ltd., and Mohawk Canada amalgamation overturned (FCA), 525
– CFC transfer of subsidiary shares to upper tier subsidiary, no gain or loss recognized (PLR), 57
– Continuity of interest

– – ABA seeks changes to contingent and stock valuation rules, 226
– – (D) reorganizations, continued use of historic business assets during patent litigation following sale of assets qualifies (PLR), 380
– – Expiring Temp. and Prop. Regs. may be relied on, 269
– – N.Y. Bar Ass'n recommendations, 360

– Corporate inversions, §7874 safe harbor elimination unlikely to be reconsidered, 245; safe harbor and PLRs unlikely soon, 1085
– (D) reorganizations

See also PRIVATE LETTER RULINGS (PLRs)
– – (A) reorganization followed by transfer to subsidiary and spin-off to new entity (PLR), 579
– – Cash transactions, nominal share concept touted by Treasury official, 39
– – Closely held businesses, asset transfer to new controlled corporations followed by distribution of stock to different shareholder groups qualifies (PLR), 57
– – Continuity of interest, continued use of historic business assets during patent litigation following sale of assets qualifies (PLR), 380
– – Contribution of stock in CFC and distribution of shares in higher-tier subsidiary qualifies (PLR), 404
– – Contribution of stock of new subsidiary to existing subsidiary followed by merger qualifies (PLR), 380
– – Foreign parent conversion of insolvent foreign subsidiary into LLCs followed by contribution and split-off qualifies and worthless stock deduction allowed (PLR), 430
– – Internal split-off preceding external split-off qualifies (PLR), 1121
– – LLC conversion of subsidiaries qualifies (PLR), 808
– – LLC merger into parent followed by downstream merger into surviving LLC qualifies (PLR), 808
– – Redomiciliation of subsidiary to another state deemed, 107
– – Retention of stock requires PLR, 294
– – Separate lines of business split-up (PLR), 718
– – Spin-off to separate affiliated group converted to LLC qualifies (PLR), 269
– – Split-off to facilitate capital expansion qualifies (PLR), 428
– – Subsidiary contribution of assets to newly formed controlled corporation in exchange for stock and liabilities (PLR), 831
– – Subsidiary distribution to parent not included in gross income and reduces parent basis (PLR), 922
– – Target acquisition by stock purchase followed by reincorporation and merger deemed (PLR), 1058
– – Tax attributes of distributing corporation not inherited by spun-off corporation (CCA), 840

– EU members cannot avoid EU merger directive exemption, 504
– (F) reorganizations

– – Domestic multinational acquisition, §338 purchase followed by redeployment of foreign subsidiary to foreign group qualifies (PLR), 1193
– – Foreign subsidiary conversion to new entity and transfer of assets to qualifies (PLR), 57
– – Foreign subsidiary's reimbursement of U.S. parent for stock options qualifies (PLR), 361
– – Repatriation of foreign subsidiary income, basis recovery in redemption and pro rata distribution, practitioner discussion, 453

– (G) reorganizations, analysis, 724
– Going private expenses

– – Deducting, analysis, 277
– – Payments made to finance, analysis, 157

– Holding company creation to facilitate IPO examined (PLR), 227
– Idaho, return filing procedure revised, NOL carryover rules codified, 270
– Italian auditors to focus on, 611
– Japan, interpretations of 2010 revisions issued, 699
– Liquidation reincorporation revisions took into account continuity of business enterprise work, 1034
– Liquidations, stock sales, §336(e) asset acquisition treatment, election unavailable until Final Regs. issued, 245
– Mass., investment tax credit, tax-free liquidation and merger of wholly owned subsidiary into parent not asset disposition, 1122
– Mexico reform law violates restrictions on retroactivity (Dist. Ct. Mex. City), 1011
– NOLs

See NET OPERATING LOSSES (NOLs)

– Ownership changes in loss corporations

See OWNERSHIP CHANGES IN LOSS CORPORATIONS

– Ownership percentage, hold constant principle may be used for stock with fluctuating value (PLR), 57
– Rescinded and reundertaken transfer of interests following conversion of subsidiary to LLC, rescinded transfer disregarded (PLR), 227
– RIC transfer of assets to acquiring RIC in exchange for share followed by distribution in liquidation redemption qualified (PLR), 57
– Russia, successor liable for VAT, 295
– Spinoff of retirees and plan to new company, ERISA fiduciary duty claims to proceed (N.D. Tex.), 981
– Split-offs, stock ownership increase resulting from not acquisition, analysis, 588
– Stock purchases treated as asset acquisitions

See STOCK PURCHASES TREATED AS ASSET ACQUISITIONS

– Stock registration, company changing to holding company structure may use reporting under 1934 Act to determine relief under 1933 Act (SEC), 1079
– Worthless stock deduction

– – Deemed liquidation of former subsidiary may be claimed (PLR), 296
– – Loss of foreign parent conversion of insolvent foreign subsidiary into LLCs followed by contribution and split-off allowed (PLR), 430

REPORTING REQUIREMENTS

See also DISCLOSURE
– Accounting issues

See ACCOUNTING

– Media ownership reports, FCC suspends Form 323 filing deadline, 8
– Securities, IPO issuer abandoning offer or being acquired by other entity eligible for Rule 12h-3 relief (SEC), 261

RES JUDICATA

– Tortious interference, Johnson & Johnson amended complaint over failed Guidant deal barred (S.D.N.Y.), 196

RETAILERS

– Arnotts, Anglo Irish Bank and Royal Bank of Scotland joint acquisition cleared by EC, 771
– Bankruptcy

See BANKRUPTCY

– French Competition Auth. cites lack of competition, outlines steps to increase, 989
– Home-shopping companies, Otto bid for Quelle Versand and Spengler Versand authorized, purchase of Primondo cleared, 447
– India, discussion paper favors increased foreign direct investment, 673; Wal-Mart CEO urges opening up market to multibrand retailers, 990
– Macy's, class action by retirement age workers for failure to locate and notify employees of benefits eligibility dismissed (N.D. Cal.), 1033
– Retail/mall properties

– – Porta di Roma acquisition by Allianz and Corio to be examined by Italian agency, 447
– – Simon Property

– – – General Growth Properties, offer made for, 210
– – – Prime Outlets Acquisition, lease modifications and divestitures required (FTC), 1021

– Securities fraud,, Sears/Kmart merger, investors' claims of failure to disclose negotiations dismissed (N.D. Ill.), 12
– Swoozie's, auction of assets approved (Bankr. N.D. Ga.), 300
– TJX to consolidate A.J. Wright stores, 4.4K layoffs expected, 1182

RETIREE HEALTH CARE

See HEALTH CARE

RETIREMENT PLANS

See PENSIONS

RICO

See RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS (RICO) ACT

RIFs

See LAYOFFS

RUSSIA

– Foreign direct investments

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

– Insider trading, PepsiCo bid for Russian dairy and fruit juice company, SEC secures asset freeze against unknown stock purchasers (S.D.N.Y.), 1144
– Oil company, RICO extraterritorial reach limited (2d Cir.), 895
– Reorganizations, successor liable for VAT, 295