On Wednesday, April 1, 2015, the SEC announced its first enforcement action against a company for requiring its employees to sign confidentiality agreements that contained language that had the potential to stifle the whistleblowing process.

Continue Reading SEC Announces First Enforcement Action Against Company for Stifling the Whistleblowing Process by Improperly Using Restrictive Language in Confidentiality Agreements

On March 24, 2015, the U.S. Supreme Court issued Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, in which it clarified the scope of liability for statements of opinion under Section 11 of the Securities Act of 1933. In particular, the Court held that statements of opinion can be actionable as misstatements under Section 11 only if the plaintiff pleads and proves that the speaker did not actually hold the stated belief or if the statement of opinion contains explicit, supporting facts that are untrue. Continue Reading Supreme Court Clarifies the Scope of Liability for Statements of Opinion Under Section 11 of the Securities Act of 1933

The Cleary M&A and Corporate Governance Watch is a new blog that provides insights and updates on M&A and corporate governance matters, including developments in shareholder activism, corporate law and deal structuring, as well as trends in the drafting of M&A agreements.  This blog will also provide information on M&A and corporate governance events organized by or featuring Cleary lawyers.

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Change-in-control transactions can present complicated questions concerning the attorney-client privilege, should litigation arise.  Does any privilege protect post-signing, pre-closing communications between the acquirer’s and the target’s respective counsel, or are those communications subject to discovery?  And what happens post-closing to pre-closing privileged communications – does the acquiring company also acquire the pre-merger privileged communications of the target?  Recent decisions by courts in New York and Delaware help shed light on these questions and provide useful guidance on how to ensure that all available privileges are preserved.

Continue Reading Attorney-Client Privilege in M&A Transactions

We are pleased to announce that Cleary partner Ethan Klingsberg has been named “Dealmaker of the Year” by The American Lawyer today. The publication’s annual report spotlights “creative thinking, novel approaches and innovative work” on major transactions “where effective lawyering truly made the difference.”

Mr. Klingsberg was recognized for his leading role in Cleary’s representation of Family Dollar in its pending cash/stock acquisition by Dollar Tree and rejection of the competing tender offer by Dollar General.

Cleary Gottlieb partner Paul Tiger was named among Law360‘s “Rising Stars for 2015,” the publication announced on March 27.

The annual report, which was culled from a record 1,200 submissions to Law360, features 145 lawyers under the age of 40 “whose legal accomplishments belie their age.”  Mr. Tiger was recognized in the publication’s M&A category.

This article reports on the winners of the publication’s 10th annual IFLR Americas awards in New York.  Cleary was noted for winning the prestigious Americas Law Firm of the Year award.  Cleary won six further awards, including M&A Team of the Year. AmEx’s travel business spinout won the Private Equity Deal of the Year award.

On March 20, 2015, Cleary Gottlieb partner Christopher E. Austin participated in Tulane University Law School’s 27th Annual Corporate Law Institute. Mr. Austin moderated the panel “What’s ‘Market’ in Merger Agreements.” The panel focused on the issues that arise in negotiating the key provisions of public company merger agreements and differing ways of resolving those issues. Panelists also shared their views as to what is ‘market’.

For a copy of the agenda and more information, please click here.