Results 1-10 of 34
5 June 2019
Clifford Chance advised Ascendant Group Limited ("Ascendant") in the sale of all of its issued and outstanding shares to Algonquin Power & Utilities Corp. ("Algonquin"). The transaction represents a closing net enterprise value of US$470 million and an equity acquisition...
Clifford Chance advises J.P. Morgan on financing of the planned acquisition of WABCO by ZF Friedrichshafen
29 March 2019
Leading international law firm Clifford Chance advised J.P. Morgan acting as financial advisor and provider of acquisition financing to ZF Friedrichshafen AG in connection with its contemplated acquisition of U.S. automotive supplier WABCO Holdings Inc. The Clifford...
8 October 2018
The Delaware Chancery Court ruled last week that the would-be acquirer of a publicly traded company had validly invoked a "MAC out" to terminate the merger agreement that otherwise required it to buy the target. The decision, in Akorn v. Fresenius, marks...
12 July 2018
Delaware Chancery Court finds dispute resolution procedure in merger agreement required an "expert determination" and not an arbitration, and accordingly the court (not the reviewing accountant appointed to resolve the dispute) decided whether extrinsic...
21 December 2017
On December 20, 2017, Congress voted to enact the most sweeping US tax reform bill in decades. The Tax Cuts and Jobs Act will reduce business tax rates and revamp the US international tax system. While the President may not sign the Act until January 2018,...
21 December 2017
Last week, for the second time in six months, the Delaware Supreme Court reversed the Chancery Court's determination of fair value in a statutory appraisal proceeding, this time in the Dell case. That decision, and the Court's earlier DFC decision,...
New SEC Staff Guidance Extends FAST Act Financial Disclosure Relief and the JOBS Act Confidential Review Process to all Issuers, Including REITs
13 September 2017
The SEC Staff issued new guidance in the form of an amended Guidance Announcement and new Compliance and Disclosure Interpretations that (1) extend the financial disclosure relief granted by the FAST Act to Emerging Growth Companies filing on Form S-1 or Form F-1...
8 August 2017
The Delaware Supreme Court last week handed down its ruling on the first of a pair of appraisal cases it has been considering. Last week's decision was in the DFC Global case; the other pending appraisal case is Dell.
6 June 2017
Two recently-decided Delaware Chancery Court appraisal decisions, PetSmart and SWS Group, provide useful guidance as to when and how the Court will adopt, or decline to adopt, the agreed sale price approved by the target company's board of directors when the...
Recent SEC Enforcement Proceeding Highlights Disclosure Obligations of Publicly Traded Companies Exploring Alternatives to Unsolicited Offers – Those Explorations Can't Always be Kept Secret
24 January 2017
On January 17, 2017, the SEC issued an Order providing for a consent decree in a proceeding it initiated against Allergan, Inc. In the proceeding, the SEC alleged (and Allergan admitted) that Allergan failed to make timely disclosures in 2014 of Allergan's...