Mergers & Acquisitions

  • “You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

    8 Jan 2018

    On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly supported demand for inspection of books and records under § 220 of the Delaware General Corporation Law.  In Corwin, the Delaware Supreme Court clarified the “long-standing” principle that the business judgment rule standard of review (as opposed to more intrusive standards of judicial review) applies where a transaction is approved by a voluntary, fully-informed vote of disinterested stockholders, and the transaction does not involve a controlling stockholder.

  • M&A Watch: Ant Financial and MoneyGram Terminate Merger Agreement Due to CFIUS Concerns

    3 Jan 2018
    MoneyGram International Inc. and Ant Financial Services Group recently announced the termination of their agreement providing for the acquisition of Texas-based money transfer company MoneyGram by China-based Ant Financial because they were unable to receive approval from the Committee on Foreign Investment in the United States (CFIUS).
  • Governance & Securities Law Focus: Latin America Edition

    27 Nov 2017
    This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the third quarter of 2017 that may be of interest to Latin American corporations and financial institutions.
  • Andreas Löhdefink Writes Article on Insider Trading in Germany

    27 Nov 2017

    Partner Andreas Löhdefink (Frankfurt-Mergers & Acquisitions) wrote an article titled “Greater Sensitivity Required – Current Situation on Insider Trading in Germany – No Established Jurisprudence on New Regime” in Börsen-Zeitung on November 25.

  • SEC Staff Gives Company Boards Central Role in 14a-8 ‘Ordinary Business’ and ‘Economic Relevance’ Exclusions

    6 Nov 2017

    On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I)[1] on shareholder proposals, which sets out a potentially meaningful repositioning of the role that the Staff has played in connection with its review of requests to exclude shareholder proposals under the “ordinary business” and “economic relevance” exclusions of Rules 14a-8(i)(7) and 14a-8(i)(5).

  • Shearman & Sterling Releases 15th Annual Corporate Governance & Executive Compensation Survey

    24 Oct 2017
    We are proud to announce the publication of our 2017 Corporate Governance & Executive Compensation Survey of the 100 largest U.S. public companies. This year’s Survey, the 15th in our series, examines some of the most important governance and executive compensation practices and identifies best practices and emerging trends. We hope that the data and insights on how leading companies are approaching important governance issues will serve as a tool for our readers to benchmark the corporate governance and compensation practices of their own organizations against those of the companies surveyed.
  • Chinese Acquisitions in the EU: The Climate Is Getting Rougher

    17 Oct 2017

    In response to a significant increase in acquisitions of companies in the EU by Chinese buyers in recent years, the foreign (i.e., non-EU) investment review legal framework in the EU is currently undergoing a change towards stricter scrutiny. Germany this summer tightened its national foreign investment review regime, and the European Commission recently at the initiative of France, Germany and Italy tabled a proposal for an EU Regulation for a framework for review of foreign investments into the EU. These developments are from a political perspective driven by fear of a “sell-out of European expertise,” notably to investors which due to state subsidies are able to offer an extraordinarily high price that is hard to match by other potential investors. Another factor in the political debate concerns the lack of reciprocity when it comes to investments of companies from the EU in China. The President of the European Commission announced the proposed EU Regulation by stating “we are not naïve free traders.”

  • New Transaction Value-Based Merger Reporting Threshold in Germany: Much Ado About Little?

    12 Oct 2017
    Germany this summer introduced a new transaction value-based set of reporting thresholds. Austria introduced a similar provision which will enter into force on November 1. On the European level, the Commission is contemplating to introduce a transaction value-based reporting threshold as well. The new German thresholds are subsidiary to the primary purely turnover based thresholds, i.e., they become relevant if the primary thresholds are not met. First experiences with the new thresholds unsurprisingly show that the criterion of the target being active in Germany “at a significant scale” raises questions in practical application since the text of the law does not give any guidance. Moreover, there is no consensus among commentators how to interpret the new criterion, and there is so far no guidance from the Federal Cartel Office available.
  • New Transparency Register in Germany - Obligations and ‘To Dos’ Pursuant to the New Prevention of Money Laundering Act

    12 Oct 2017

    On June 26, 2017, the German Prevention of Money Laundering Act (the “Act”) implementing the 4th EU Money Laundering Directive (Directive (EU) 2015/849 of May 20, 2015, the “Directive”) came into effect. The Directive requires all EU Member States to ensure that certain information on beneficial ownership of corporate and other legal entities is held in a central register in each Member State. In addition, in the latest proposal for an amendment of the Directive, the EU envisages the direct interconnection of the national registers in order to facilitate cooperation between the Member States.

  • Kenneth Lebrun and Daniel Litowitz Author Article on Public M&A in the United States

    1 Oct 2017

    Mergers & Acquisitions partners Kenneth Lebrun (Tokyo) and Daniel Litowitz (New York) authored a Q&A guide to public mergers and acquisitions law in the United States that was published in Thomson Reuters Practical Law.

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