#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

SEC Proposed Interpretive Guidance for Investment Advisers: Implications for Private Equity


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

Topics: Investment Advisers, M&A

SEC Clarifies Need for GAAP Reconciliations for Forecasts Used in Business Combinations


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

Topics: M&A, Public Companies and Securities

Delaware Supreme Court Reverses Dell Appraisal Decision


The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al.  The Chancery Court had found that fair value was 28% above the deal price. In the 82 page decision, the Delaware Supreme Court noted that... Read More

Topics: M&A