The Board of Governors of the Federal Reserve Board has modified its Small Bank Holding Company Policy Statement to facilitate the sale of smaller community banks. Under the final rule, a holding company with less than $1 billion in total consolidated assets may qualify under the policy statement, provided it... Read More
In remarks at a conference attended by M&A professionals, SEC Chair White gave her views on fee shifting bylaws. Currently the SEC staff is focused on making sure the disclosures in company filings about its fee shifting provision — and the implications of such provisions — are clear. If a... Read More
It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a “beneficial ownership report.” It sounds easy to comply with, but the 13Ds can be... Read More
Occasionally we see interesting uses of social media in M&A transactions (See the SEC position here, and prior examples here). Some more recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . . Shareholder vote complete. Deal approved by more than 99%.... Read More
In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case before the court. Here, the drag-along right did not include a specific waiver of appraisal... Read More