BLT: August 2014

The Forward-Looking Nature of Merger Analysis

Feature Articles

The Forward-Looking Nature of Merger Analysis

The task of merger review is to predict whether the merger’s likely competitive effects based on facts, economic learning, and reasoned analysis require intervention to prevent substantial harm to competition and consumers. This article will focus on the analytical process the FTC uses to predict the likely course of competition going forward and the impact of an acquisition on that competition. We will examine how our fact-intensive inquiry applies in a variety of fact patterns, ranging from situations where merging parties are direct competitors in mature markets, to scenarios where parties are likely to compete in a future market.

Last year, the Securities Exchange Commission (SEC) adopted Rule 506(c) of the Securities Act of 1933, which, in a major departure from prior securities practice, allowed the use of general solicitation and general advertising in connection with unregistered offers and sales of securities. The new rule imposed three conditions to the application of the exemption: (1) the purchasers had to be accredited investors; (2) the issuer had to take “reasonable steps” to verify the accredited investor status of the purchasers; and (3) the terms of Securities Act Rules 501, 502(a), and 502(d) had to be observed.

Effective August 1, 2014, Delaware amended the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act, and the Delaware Statutory Trust Act. The following is a brief summary of certain of the significant amendments affecting Delaware limited liability companies, limited partnerships, general partnerships, and statutory trusts.

Judge Jean FitzSimon knows something about nearly every legal job – government attorney, in-house attorney, private practice, and of course, serving as a judge. She has been very active in the Business Law Section of the ABA and founded the Corporate Compliance Committee.

The May 2014 issue of The Business Lawyer includes two excellent articles, “Rethinking Basic” by Lucian A. Bebchuk and Allen Ferrell, and “Equity Receivers and the In Pari Delicto Defense” by Hon. Steven Rhodes and Kathy Bazoian Phelps. Also featured are details and registration information for the first Business Law Section Annual Meeting, September 10 – 13, 2014 at the Hyatt Regency Chicago, including the first ever in-person In The Know program.



Nominations Sought for Section Leadership Positions

Do you know anyone who has what it takes to be a good Section leader? The Nominating Committee of the Section needs your recommendations for leadership positions for the 2017-2018 association year. Nominees will be selected for: Chair-elect (who automatically assumes the position of chair the following year); Secretary (who automatically assumes the position of vice chair the following year); Content Officer; two Section Delegates to the ABA House of Delegates; and five additional Council members for a four-year term expiring in 2021. The Nominating Committee will take into account the following principles in making its selections. It will: select nominees who have been substantial and active contributors to the Section; seek geographic diversity in the leadership of the Section; strive for representation from a broad cross-section of the areas of law represented in the Section; and seek to draw leaders from a broad cross-section of the various sectors of practice, including corporate law departments, government, academia and private law firms; and actively recruit nominees that reflect the diversity of the Section. Please send your nominations by email to susan.tobias@americanbar.org no later than November 18.

Question: Between November 2, 2015 and November 4, 2015, Harris Poll conducted an online survey of 2,017 adults ages 18 and older on behalf of NerdWallet, Inc. to understand U.S. consumers’ credit card payment habits and feelings around different types of debt. The results of this study were published in the 2015 American Household Credit Card Debt Study. According to the 2015 American Household Credit Card Debt Study, what percentage of U.S. adults would be more embarrassed to tell others about credit card debt than any other type of debt?
A. 10%
B. 35%
C. 55%
D. 90%

Question: From the late 1600s to the early 1800s, “debtors’ prisons” were commonplace with many cities and states operating brick-and-mortar detention facilities that were designed for incarcerating individuals who were unable or unwilling to pay their debts. Imprisonment for indebtedness was so commonplace that two signatories of the Declaration of Independence were jailed for failure to pay their debts. Can you name those two signatories?

The November issue of Business Law Today will focus on Nonprofits. Articles will range from the “Delaware Advantage” to nonprofit organizations needing nonprofit lawyers. In addition, other features include keeping pace with disruptive technological change, insurance bad faith recoveries, and constitutional issues in granting Americans a “Right to Dispute.”

Do you have a great idea for a BLT article? Would you like to see more of a featured column? Let us know how we can make Business Law Today the best resource for you and your clients. We welcome any suggestions. Please send us your feedback here.

Business Law Section Fall Meeting
November 18-19, 2016
Washington, DC

Business Law Section Spring Meeting
April 6-8, 2017
New Orleans, LA

Miscellaneous IT Related Legal News (MIRLN) 25 September - 15 October 2016 (v19.14)

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