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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Delaware Supreme Court Examines Director Liability for Acquisitions

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In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More

Topics: Litigation, M&A, Private Equity, Public Companies and Securities

CFIUS Excepted Investors: Canada, United Kingdom and Australia

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On January 13, 2020, the U.S. Department of Treasury published final regulations relating to the Committee on Foreign Investment in the United States, or CFIUS.  The regulations implement the Foreign Investment Risk Review Modernization Act of 2018, or FIRRMA.  The regulations become effective on February 13, 2020. As required by... Read More

Topics: M&A

FTC Challenges Long-Term Non-Competes in Connection with Merger

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The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn camera systems competitor VieVu, LLC from parent company from Safariland. Before the acquisition, the two companies competed to provide body-worn camera systems to large, metropolitan police departments across the United States. According... Read More

Topics: M&A

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

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Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More

Topics: Litigation, M&A, Public Companies and Securities

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

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The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting business outside the United States.  The SEC believes that this is important for jurisdictions that do not... Read More

Topics: Public Companies and Securities

SEC Proposes to Update the Definition of “Accredited Investor”

The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. Specifically, the proposed amendments: would add new categories of natural persons that may qualify as accredited investors based on... Read More

Topics: Public Companies and Securities