M & A Law Prof Blogtag:typepad.com,2003:weblog-12849542009-07-14T09:06:00-04:00A Member of the Law Professor Blogs NetworkTypePadMALawProfBloghttp://feedburner.google.comSubscribe with My Yahoo!Subscribe with NewsGatorSubscribe with My AOLSubscribe with BloglinesSubscribe with NetvibesSubscribe with GoogleSubscribe with PageflakesRehoboth Beach Readingtag:typepad.com,2003:post-6a00d8341bfae553ef01157202e091970b2009-07-14T09:06:00-04:002009-07-14T09:09:06-04:00Wondering what to read during your next weekend at the beach? The latest Nora Roberts or Catherine Colter novels not attracting your attention? Or maybe like me, your local bookstore for some reason doesn't carry the latest Glenn Beck tome?...CorporateAcquisitions MergerLawBloggerM&A in China - Lessons from Rio Tinto?tag:typepad.com,2003:post-6a00d8341bfae553ef01157109d50f970c2009-07-13T14:24:11-04:002009-07-13T14:24:11-04:00Prof. Donald Clarke over at the China Law Prof Blog has some thoughts on the Chinese arrests of four Rio Tinto employees for "espionage" following the collapse of the Chinalco/Rio Tinto transction last month. He thinks its a serious and...CorporateAcquisitions MergerLawBloggerHamline -- Director of Business Law Centertag:typepad.com,2003:post-6a00d8341bfae553ef011570fc3313970c2009-07-10T20:02:19-04:002009-07-10T20:01:32-04:00Hamline University School of Law (HUSL) seeks a founding Director for its new center in Business Law. Building upon HUSL’s existing strengths, the Director will have substantial opportunity to develop the center’s focus and direction. Current curricular offerings include a...CorporateAcquisitions MergerLawBloggerMore on Training Lawyerstag:typepad.com,2003:post-6a00d8341bfae553ef011571ef580b970b2009-07-10T15:25:38-04:002009-07-10T15:25:38-04:00Over at Akron Law Café, Professor Stefan Padfield blogs about my remarks on training transactional lawyers given at the AALS's midyear meeting focusing on business law. (Usha Rodrigues previously commented on these remarks over at TheConglomerate). Unrelated to my remarks,...CorporateAcquisitions MergerLawBloggerNew GM Press Conferencetag:typepad.com,2003:post-6a00d8341bfae553ef011570f74506970c2009-07-10T08:45:00-04:002009-07-10T08:57:37-04:00The GM 363 transaction will close this morning. Listen in to the webcast/press conference announcing the New GM at 9:00AM (ET). The call-in number to listen is: 800 230-1093 (U.S.) +1- 612 332-0107 (international/caller-paid) No access code is required The...CorporateAcquisitions MergerLawBloggerGet the DGCL on Your Blackberrytag:typepad.com,2003:post-6a00d8341bfae553ef011571e8cff4970b2009-07-09T19:44:26-04:002009-07-09T19:44:26-04:00Have you ever been at a meeting and need a provision of the DGCL with no statute at hand? Well, the Delaware law firm of Potter Anderson has come to the rescue with a very cool (well cool to a...CorporateAcquisitions MergerLawBloggerBroadcom-Emulex Litigation and a Collection of Strine Musingstag:typepad.com,2003:post-6a00d8341bfae553ef011571e5559a970b2009-07-09T08:36:25-04:002009-07-09T12:39:30-04:00In the Broadcom-Emulex battle that was before Vice Chancellor Strine earlier this week, Vice Chancellor Strine took Broadcom to task for “punking out” by walking away from the litigation and structuring its offer in a way that prevents the court...CorporateAcquisitions MergerLawBloggerFDIC Approves Proposed Policy Statement on Investor Qualifications for Failed Bank Acquisitionstag:typepad.com,2003:post-6a00d8341bfae553ef011571d4de13970b2009-07-07T18:21:13-04:002009-07-07T18:21:13-04:00On July 2, the FDIC released a Proposed Policy Statement on Qualifications for Failed Bank Acquisitions. The purpose of the release is to provide private investors, including private equity funds, with guidelines regarding the terms and conditions of investments or...CorporateAcquisitions MergerLawBloggerA Hostile "Mini-Wave"?tag:typepad.com,2003:post-6a00d8341bfae553ef011570df52f7970c2009-07-07T14:57:06-04:002009-07-07T14:59:48-04:00Steven Davidoff over at the Deal Professor has been doing a great job following the in's and out's of the legal issues related to the ongoing NRG/Exelon battle so I haven't spent much time on this trasnaction (here, here, here,...CorporateAcquisitions MergerLawBloggerWhat Law Schools Should Teach Future Transactional Lawyerstag:typepad.com,2003:post-6a00d8341bfae553ef011570d57cc4970c2009-07-06T12:19:04-04:002009-07-06T12:19:04-04:00I just posted the first draft of an edited version of my remarks given at the 2009 mid-year meeting of the AALS Conference on Business Associates. It's available for download here. Here's the abstract: Since at least the 1980’s, law...CorporateAcquisitions MergerLawBloggerHelp Wanted: Vice Chancellor, Republicans Onlytag:typepad.com,2003:post-6a00d8341bfae553ef011570d3ae38970c2009-07-06T10:09:16-04:002009-07-06T11:00:43-04:00Delaware's Judicial Nominating Committee recently posted a job opening for a Vice Chancellor to replace retiring Vice Chancellor Stephen P. Lamb (Huntsman v Hexion, San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, among many others) Delaware's courts are...CorporateAcquisitions MergerLawBloggerGM 363 Sale Approvedtag:typepad.com,2003:post-6a00d8341bfae553ef011571c79b1b970b2009-07-06T07:06:48-04:002009-07-06T11:35:09-04:00The Federal bankruptcy court approved GM's petition to sell substantially all of its assets to New GM Co. in a 363 sale last night. The following documents were released by the court: 1. The Decision On Debtors Motion For Approval...CorporateAcquisitions MergerLawBloggerKorea Introducing the “Poison Pill System”tag:typepad.com,2003:post-6a00d8341bfae553ef011571b802ad970b2009-07-04T12:14:28-04:002009-07-04T12:17:06-04:00If the interlocking ownership structures that characterize the chaebol system didn’t already make it hard enough for the market for corporate control to operate in Korea, the Ministry of Justice is apparently moving quickly to legalize the use of shareholder...CorporateAcquisitions MergerLawBloggerCan Secured Creditor Foreclose on Substantially All the Assets of a Debtor without Stockholder Approval?tag:typepad.com,2003:post-6a00d8341bfae553ef011571ae72c9970b2009-07-03T12:10:05-04:002009-07-03T12:10:05-04:00An interesting question appeared in my in-box a few days ago from the ABA’s Private Equity/Venture Capital Listserve. Here is a somewhat edited version (thanks to Peter Sugar for helping me refine the question): Creditor makes a loan to Debtor....CorporateAcquisitions MergerLawBlogger Primer on the Tender Offer rules from Morrison Foerstertag:typepad.com,2003:post-6a00d8341bfae553ef011571a37a9a970b2009-07-02T12:50:15-04:002009-07-02T12:50:15-04:00Can be found here.CorporateAcquisitions MergerLawBloggerDOJ Wakes Up to Antitrusttag:typepad.com,2003:post-6a00d8341bfae553ef011570ac26cb970c2009-07-02T09:01:00-04:002009-07-02T09:00:28-04:00In a previous post, Mike noted that US antitrust authorities have a adopted a more aggressive enforcement stance following the change of administrations. There's another example of the more vigorous enforcement attitude this morning. According to the WSJ, the DOJ...CorporateAcquisitions MergerLawBloggerSEC Considering New Director Rulestag:typepad.com,2003:post-6a00d8341bfae553ef01157198aaf5970b2009-07-01T10:01:31-04:002009-07-01T10:29:36-04:00According to Bloomberg, the SEC commissioners will meet today to consider proposing "Armstrong celebrity" director rules. The webcast of the meeting, set to start at 10AM (ET), is here. More disclosure about director nominees and their qualifications is probably a...CorporateAcquisitions MergerLawBloggerHummer: Mark your calendarstag:typepad.com,2003:post-6a00d8341bfae553ef01157193636e970b2009-06-30T15:50:59-04:002009-06-30T16:35:30-04:00Recent reports suggest that Tengzhong Heavy Industrial Machinery is in discussions with the Chinese government over its proposed acquisition of the Hummer brand, dealership contracts and AM General production contract (for the H1/H2 model). Since GM recently announced it will...CorporateAcquisitions MergerLawBloggerWaxman on Lyondelltag:typepad.com,2003:post-6a00d8341bfae553ef0115718dc4ca970b2009-06-30T00:19:19-04:002009-07-06T12:25:40-04:00In their article The Delaware Supreme Court Puts to Rest the Conflation of Bad Faith and Due Care Arising Out of Ryan v. Lyondell Chemical Co., just published in Securities Litigation Report, my good friend Eric Waxman and his co-author...CorporateAcquisitions MergerLawBloggerBAC's "MAC-Attack"tag:typepad.com,2003:post-6a00d8341bfae553ef0115707ad3cc970c2009-06-27T09:04:00-04:002009-06-27T09:07:48-04:00I received a couple of questions offline about Lewis’ “MAC-attack” and whether a MAC claim would have plausible (who knew we had readers in Europe?!). The strength of a potential MAC claim by BAC was well covered by Steven a...CorporateAcquisitions MergerLawBlogger