On April 28, 2015, Matthew P. Salerno and Corey M. Goodman will participate in the American Conference Institute’s 6th Advanced Forum on M&A & Strategic Alliances in the Life Sciences Industries in New York. Together with Derek Devgun, Senior Legal Specialist, M&A, Medtronic, Matthew and Corey will present “Inversions: Shifting Strategies in Global M&A in Response to Recent Tax Code Changes.”

A recent case from the Delaware Court of Chancery serves as a reminder of the limitations of preferred stock redemption rights (sometimes called “put rights”) and of the importance of careful drafting in corporate charters.  In TCV v. TradingScreen, Vice Chancellor Noble found that a corporation was not required to pay a mandatory redemption payment to an investor where such payment could jeopardize the corporation’s ability to continue as a going concern.

Continue Reading Delaware Chancery Court Reaffirms Limitations on Preferred Stock Redemptions

On April 1, the SEC announced its first enforcement action against a company for requiring employees to sign confidentiality agreements containing language that allegedly impeded whistleblowing activity in violation of Rule 21F-17, enacted under the Dodd-Frank Act.  Continue Reading ACTION REQUIRED: How to Update Employee Confidentiality Provisions in Light of Recent SEC Enforcement Action

Over 500 M&A practitioners attended the Annual Mergers and Acquisitions in Latin America conference that was held on March 11-13 in Panama City.  The conference was co-presented by the International Bar Association Latin American Regional Forum and the International Bar Association Corporate and M&A Law Committee.  The event attracted lawyers from Latin America, the Caribbean and the U.S. who participated in more than 10 sessions covering diverse subjects of interest for M&A practitioners and business professionals interested in the region. Continue Reading Highlights from the 2015 M&A in Latin America IBA Conference: Shareholder Activism Today – New Challenges in Latin America Deals

The 27th Annual Tulane Corporate Law Institute was held on March 19 and 20 in New Orleans.  As in prior years, panelists included preeminent M&A, financing and securities practitioners and members of the Delaware judiciary, as well as prominent investment bankers, proxy solicitors, public relations advisors and journalists.  In this series, we are highlighting three issues among the many topics discussed during the conference.  On Wednesday, we discussed appraisal arbitrage. Monday’s topic was forum selection bylaws. Today’s topic: fee-shifting bylaws and recently proposed amendments to DGCL §§ 102(f) and 109(b). Continue Reading Highlights from the 2015 Tulane Corporate Law Institute: Fee-Shifting Bylaws

The 27th Annual Tulane Corporate Law Institute was held on March 19 and 20 in New Orleans.  As in prior years, panelists included preeminent M&A, financing and securities practitioners and members of the Delaware judiciary, as well as prominent investment bankers, proxy solicitors, public relations advisors and journalists.  In this series, we are highlighting three issues among the many topics discussed during the conference.  Last week, we discussed appraisal arbitrage. Today’s topic: forum selection bylaws and recently proposed amendments to DGCL § 115. Continue Reading Highlights from the 2015 Tulane Corporate Law Institute: Forum Selection Bylaws

The 27th Annual Tulane Corporate Law Institute was held on March 19 and 20 in New Orleans.  As in prior years, panelists included preeminent M&A, financing and securities practitioners and members of the Delaware judiciary, as well as prominent investment bankers, proxy solicitors, public relations advisors and journalists.  During the coming days, we will highlight in a series of posts three issues among the many topics discussed during the conference.  Today’s topic: appraisal arbitrage and recently proposed amendments to DGCL § 262. Continue Reading Highlights from the 2015 Tulane Corporate Law Institute: Appraisal Arbitrage

On April 16, 2015, at 2:30 p.m. EST, Cleary Gottlieb partner Arthur H. Kohn will participate in The Conference Board‘s Governance Watch panel discussion, “Do ‘Golden Leash’ Board Arrangements Create Impermissible Conflicts of Interest?”

For additional information or to register for this webcast, click here.