December 31, 2011

Inside Business Law

Focus on M&A

The Mergers and Acquisitions Committee recently distributed the Fall edition of its newsletter, Deal Points. M&A attorneys won't want to miss the following informative articles:

  • In certain merger transactions, the merger agreement provides stockholders of the target corporation with the ability to elect the form of consideration (e.g. stock, cash, or a mix of both) that each stockholder would prefer to receive in exchange for the conversion of their shares in the merger. Such transactions raise unique issues under Delaware law, including issues regarding mechanics of the election process and appraisal rights, which are explored in this enlightening article.
  • When drafting a merger agreement, are you improperly drafting the language appointing the stockholder representative? A typical merger agreement will provide that the representative is appointed the agent and attorney-in-fact of the stockholders. In this article, learn why additional language may be necessary according to the recent Delaware Court of Chancery opinion in Aveta Inc. v. Cavallieri.
  • Learn all about dual-class share structures and the issues that may arise for corporations with such structures in these insightful materials. 
  • Does your practice involve cross-border M&A transactions in Canada? If so, you won't want to miss this helpful summary of key points that attorneys should bear in mind for any M&A deal involving Canada. 
  • Learn about Canadian and U.S. antitrust merger reviews by regulators in these materials from the 2011 ABA Annual Meeting which include an interesting article about antitrust enforcement under the Obama administration. 

Legal Opinion Q&A

The Legal Opinions Committee has a listserv where subscribers can ask and answer questions related to legal opinions. Check out listserv dialogue in the latest Legal Opinion Newsletter which includes discussion on enforceability opinions on subsidiary guaranties of parent debt, taking a broad exception for the Dodd-Frank Act, reasoned opinions and other legal opinion topics.

Cyberspace Law: Disruptive Innovation

What is disruptive innovation, you ask? Disruptive innovation can be described as the introduction of a new conceptual idea or meme into an existing system that causes the system to be fundamentally altered (e.g. assembly lines, digital film, personal computers, etc.). Previewed in the November 2011 Cyberspace Law Committee Newsletter, an article by Jon Garon provides an overview of disruptive innovation from examples of the past decade, identifies the underlying patterns of change common to disruptive innovation, and highlights strategies to mitigate disruption for existing industries, while addressing the intellectual property securitization aspects to structure effective deals for both the investors and innovators.

Hedge Funds

Do you have a hedge fund as a client? If so, these materials from the 2011 ABA Annual Meeting will prove very helpful in your practice. The presentation includes tips for negotiating with sizeable investors, legal issues for customized hedge fund products and a guide to institutional investor views and preferences regarding hedge fund operational infrastructures.