In the introduction to due diligence, we explained the importance of engaging in extensive due diligence prior to purchasing a business, and we broke down due diligence into six categories. Today’s post will highlight the key legal issues the purchaser should be aware of when purchasing a business.
Reviewing the Owner’s Governing Documents
Prior to any acquisition, the purchaser will need to know the basic organizational structure of the business, i.e. how it was formed, its governing documents, and its key personnel. Knowing how the business is organized will dictate how the transaction… Read the rest
The City of Seattle and the yellow pages publishers have reached a tentative agreement in which Seattle will pay the publishers $500,000. The settlement comes as part of a claim that the City of Seattle violated the publishers’ free speech rights. The city lost the case in the U.S. Supreme Court in October, and has chosen not to pursue an appeal. The 9th Circuit Court of Appeals ruled that a city ordinance violated the publishers’ free speech rights.
The city ordinance created an opt-out registry for unwanted phone books and… Read the rest
Recent cases have triggered a growing discussion about the whistleblower protections under the Dodd-Frank Act. Most believe that the regulations under Dodd-Frank are here to stay (at least another four years) now that President Obama has been reelected. With new regulations comes new judicial interpretations of the regulations. These judicial interpretations often broaden or narrow the scope of the regulation and can have profound impacts depending on the nature of the interpretation. In today’s post, we’ve highlighted the general characteristics of the two major whistleblower protections under Dodd-Frank and how recent cases have expanded… Read the rest
Last week we wrote about Greenlight Capital’s lawsuit against Apple Inc. The hedge fund manager David Einhorn filed the lawsuit to contest Apple’s proposition to eliminate the board’s ability to issue preferred shares without shareholder approval. Today, Apple CEO Tim Cook called the lawsuit a “silly slideshow” while speaking at a Goldman Sachs investor conference.
Cook noted that the disagreement between Einhorn and Apple stems from a proposal on Apple’s proxy statement which it filed with the SEC in December. The crux of the dispute centers around how to issue preferred stock and who is able to approve new shares.… Read the rest
Anheuser-Busch InBev NV’s $20.1 billion proposed takeover of Mexican beer distributor Grupo Modelo SAB has come to a halt after the Justice Department has filed suit to block the merger. This suit comes as part of a flurry of civil antitrust cases, signalling what many some believe to be the Obama administration’s increased willingness to intervene in the markets.
Currently there are seven antitrust cases in litigation, the most ever at one time. A spokeswoman for the Justice Department stated, “if the parties are not willing to offer a remedy or enter into a settlement that resolves our competitive concerns,… Read the rest
Yesterday, President Obama named Mary Jo White, the first female United States attorney in Manhattan, to the head the Securities and Exchange Commission (SEC). Many believe that the appointment of White, a former prosecutor and the first prosecutor to head the SEC, signals a renewed resolve to hold Wall Street accountable for any wrongdoing. White is well-known for her aggressive prosecution tactics.
White spent more than a decade as a federal prosecutor in New York City, where she pursued white-collar crime and Wall Street fraud. One of her… Read the rest
The stock market improved in 2012 and the demand for federal shareholder lawsuits slowed down. Coincidence? I think not. The better the market is performing, the happier shareholders will be.
A new study by Cornerstone Research reports that 152 federal class-action securities lawsuits were filed in 2012. This number of cases is well below the average of 193 suits in the prior 15 years, and significantly less than the 188 cases in 2011. According to the study, the drop in lawsuits was consistent across a broad spectrum of legal areas. For example,… Read the rest
British Publisher to Purchase Share in Nook
Pearson, a British publisher and education company, made public its $89.5 million investment in Barnes & Noble’s Nook tablet. In exchange, Pearson will receive a 5% stake in the business. Barnes & Noble recently warned its shareholders that its e-reader business would fall short of its annual projections and that holiday sales are lower than expected.
UBS Settles for $1.5 Billion
We reported last week about the Swiss banking giant’s proposed settlement with global authorities. Well, the settlement is now final. UBS agreed to pay $1.5 billion in fines to settle claims against it for a multi-year scheme to manipulate interest rates, so called “rate-rigging.”
This settlement is the largest to date related to rate-rigging. The fine is one of the biggest sanctions ever levied by both American and British authorities, falling just below the $1.9 billion settlement levied against HSBC last week over money laundering claims.
Mergers and Acquisitions
Knight… Read the rest
Mergers and Acquisitions
Sprint Offers $2.1 Billion for Clearwire
The mobile giant Sprint Nextel Corp. offered $2.1 billion to purchase the remaining 50 percent of Bellevue-based Clearwire Corp. Who owns the other 50 percent? Sprint.
Sprint is offering $2.90 per share to buy the 700 million outstanding shares, according to the SEC filing. As a result, Clearwire’s shares jumped during early trading, up 35 cents to $3.10. This offer comes just months after Sprint purchased Clearwire’s co-founder, Craig McCaw’s shares.
Best Buy Gives Founders More Time to… Read the rest