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 a description of... Read More
The U.S. Department of the Treasury, as chair of the Committee on Foreign Investment in the United States (CFIUS), today issued temporary regulations in connection with the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), which President Trump signed into law in August. FiRRMA is meant to protect critical... Read More
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
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
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
The United States House of Representatives passed the bipartisan JOBS and Investor Confidence Act of 2018, which is often referred to as JOBS Act 3.0. The bill is comprised of 32 individual pieces of legislation that have passed the Financial Services Committee or the House this Congress with broad bipartisan... Read More
The SEC’s recent proposed guidance for investment advisers has implications for private equity sponsors. Perhaps the most important part of the guidance for private equity sponsors is that related to the duty of loyalty which addresses conflicts of interest. By nature the sponsor’s relationship with investors is complex, and inherent... Read More
The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not non-GAAP financial measures if: the financial measures are included in forecasts provided to the financial advisor for the... Read More
The Minnesota legislature is on the verge of approving several changes to the Minnesota Business Corporation Act, Chapter 302A of the Minnesota Statutes (the MBCA), in order to modernize the statute and follow the lead of Delaware in several areas. The bill in question passed the Minnesota House of Representatives... Read More
Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval of an asset acquisition at an unfair price from an entity controlled by an investment group. The Plaintiff... Read More