CORPORATE DEAL SOURCE
CORPORATE DEAL SOURCE
Critical Transactional Insights for Deal-Makers
CORPORATE DEAL SOURCE
Critical Transactional Insights for Deal-Makers
Delaware General Corporation Law
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Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation.  Many companies, particularly emerging growth companies, are often too preoccupied with ambitious growth plans and raising critical private capital and overlook basic corporate housekeeping.  Or they dole out lots of equity to employees and business partners in order to conserve much needed cash, but forget that there is actually a legal limit to the number of shares they can grant.  These and other legal flaws, or “defective corporate acts,” can exist undetected for years in privately held companies, but they come to light at the worst possible time – when the company is being sold or when a significant capital raise is being undertaken.  Previously, the lawyers would advise that these past errors placed a troublesome legal cloud over the company that presented risks that...

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Inside M&A – Fall Issue

McDermott recently released the Fall 2013 issue of Inside M&A, which focuses on current issues surrounding mergers and acquisitions.  Articles in this issue include: M&A Corporate Governance: Oversight of the Board’s Financial Advisors Recent Delaware Court of Chancery decisions highlight the need for corporations engaging in M&A transactions to increase their oversight of financial advisors. Paving the Way for More Tender Offers: DGCL 251(h) Streamlines Two-Step Merger Process The newly added Section 251(h) of the Delaware General Corporation Law (DGCL) allows the completion of a second-step merger without stockholder approval under certain circumstances. Cross-Border M&A: Managing the CFIUS Review Process Parties engaging in cross-border M&A transactions should be cognizant of the potential negative outcomes in the Committee on Foreign Investment in the United States (CFIUS) review process and take appropriate measures to protect their...

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