SEC Proposes to Amend Financial Disclosures Regarding M&A Transactions

The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions. The proposed changes would, among other things: update the significance tests under these rules by revising the investment test and the income test, and conforming the significance threshold and... Read More

Topics: M&A, Public Companies and Securities

Does a Requirement to Pay “Target Variable Compensation” Include Equity Awards?


In Batty v. UCAR International Inc. et al the Delaware Court of Chancery considered the terms of a severance agreement.  The agreement, which was entered into in 2000, set the compensation that plaintiff Batty, who was employed by certain of the defendants for 34 years, would receive from the defendants... Read More

Topics: Employment, Executive Compensation, Litigation, M&A, Public Companies and Securities

FASB Issues Proposal on Recognizing and Measuring Deferred Revenue in Business Combinations


The Financial Accounting Standards Board issued a proposed Accounting Standards Update on the recognition and measurement of deferred revenue in business combinations. The proposed ASU clarifies when acquiring organizations should recognize a contract liability in a business combination. In the proposal, an organization should recognize deferred revenue from acquiring another... Read More

Topics: M&A

Failure to Provide Audited Financial Statements Precludes Reliance on Corwin


In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did.  According to the Plaintiff, the Tangoe directors breached their fiduciary duties to Tangoe stockholders by steering the Company into an ill-advised take-private acquisition with a negative premium by Marlin Equity and recommended... Read More

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

How to Read a MAC / MAE Clause


Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist. The opinion also contains a helpful description of how to read... Read More

Topics: Litigation, M&A

FTC Speaks to Timing of Consent Orders


The FTC recently spoke about the time it takes review a consent package after FTC staff and the parties formally submit a settlement package to the Director of the Bureau of Competition. According to the FTC it typically takes four weeks to review a consent package after staff and the... Read More

Topics: M&A

#MeToo Clauses Being Added to Merger Agreements


Some merger agreements are starting to include representations and warranties regarding the absence of allegations of sexual harassment against senior officials. Some examples follow. Brookfield Asset Management’s acquisition of Forest City Realty To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment have... Read More

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