2007 Filing Aids Schedule 14A 10-K 10-Q more at SEC Forms Disclosure Issues Climate Risk Performance Targets Termination/CIC Provisions [more...]
Deals Pending Recently Closed 2006 Deals Club deals Financings Largest US buyouts Issues Deal protection Go shops Go-shop litigation [more...]
An index of topic pages on securities law matters Advance notice requirements Amendments By-laws Corporate charter Annual meetings Appraisal remedy Asset sales Audit committees Blank check stock Blasius standard Books and records Business combinations statutes Business judgment rule By-laws Capital accounts Charter Certificate of [more...]
News Items Law firm merger creates Dewey & LeBoeuf Competing SEC proposals on shareholder access SEC concept release on role of IFRS in US SEC approves new standards for internal control KPMG criminal tax shelter charges dismissed SEC adopts investment adviser antifraud rule Och-Ziff Capital (hedge fund manager) files [more...]
In re Oracle Del 2005 11.24.04 Insider Trading Supreme Court decision Chancery Court decision Affirms Chancery Court decision Which dismissed Brophy claim for insider trading No evidence that when defendant officers sold their shares, they possessed material, non-public information about [more...]
Statute DGCL Quick Finder Indexes the DGCL Links DGCL sections to related Topic Pages DGCL Amendments Covers 2006 changes to the DGCL Including changes to facilitate majority voting [more...]
Summary Notes legal and regulatory response to Hurricane Katrina Commentary Litigation and regulatory challenges More information Hurricane map Dedicated newspage Science article Finds that frequency of severe storms has increased over last 35 years Summary Research abstract Research article Regulatory Relief SEC to accelerates registration of [more...]
News Items Delaware Supreme Court rules on Disney GM employee affinity program not discriminatory No private right of action for SOX Act 304 California bars contractual jury [more...]
Securities Act Forms General Form S-1 Form S-2 Form S-3 Form S-4 Form S-8 Form S-11 Small Business Issuers Form SB-1 [more...]
Summary This topic page tracks status of SEC rulemaking on matters of interest to corporate practitioners Recently Adopted covers final rules adopted by the SEC in the past year Pending Proposals covers outstanding rule proposals Under Consideration covers rule changes being worked on by the SEC staff Reflects SEC's April 2007 semi-annual [more...]
Statutes Securities Act of 1933 Index Securities Exchange Act of 1934 Index Other SEC Statutes Investment Company Act of 1940 Investment Advisers Act of 1940 Sarbanes-Oxley Act of 2002 Securities Act Rules Rules 17 CFR 230 100-215 General Rules 236-238 Regulation A-R Special Exemptions Rule 236 [more...]
S&C M&A Selected Deals - 2007 First Data Going Private TXU Going Private S&C M&A Selected Deals - 2006 Aramark Going Private HCA Going Private Regions Financial / AmSouth Regional Banks Stock Merger Golden West / Wachovia Regional Banks Stock-Cash Merger CNL [more...]
Summary Covers SEC-related developments applicable to asset-backed securities Including changes wrought by SEC's release on Asset-Backed Securities Developments March 2005 PLI conference SEC staff presentation Market expects shelf registration programs for auto leases BMA comment letter to SEC Re: Synthetic securitizations ISDA [more...]
Developments Also see Private Equity July 2007 Dow Jones board approves News Corp offer RBS group reaffirms its unsolicited offer for ABN AMRO Alcoa withdraws offer for Alcan Rio Tinto makes a $38.1B unsolicited offer for Alcan June 2007 Flextronics to acquire Solectron for $3.6B Wachovia to acquire AG Edwards May 2007 RBS group makes [more...]
September 2006 Hospira to buy Mayne Pharma (Australia) for US$2.0B Motorola to buy Symbol Technologies for $3.9B Freescale Semiconductor in $18.9B buyout Exelon and PSEG terminate their merger [more...]
WLRK M&A Deals - 2006 Aramark Going Private Advo / Valassis Marketing Companies Cash Merger T Republic / Citizens Banking Regional Banks Stock-Cash Merger A Regions Financial / AmSouth Regional Banks Stock Merger A Fisher / Thermo Electron Tech: Instruments Stock Merger A [more...]