M&A Disclosure – Annotated Form 8-K

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Public companies that participate in M&A transactions are subject to a myriad of potential disclosure obligations throughout the transaction process.  These may arise under applicable stock exchange listing rules, federal securities laws, state fiduciary duty and proxy requirements as well as antitrust law and other regulatory regimes. The federal securities laws alone may require various disclosures…

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Dole CEO and GC Fraud Liability for Otherwise Proper Going-Private Deal

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Yesterday, the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. Inc. liable to investors for $148 million for fraudulently driving down the company’s share price in anticipation of a going-private transaction.  What’s particularly noteworthy here is that the controlling shareholder appears to have structured the transaction with all of…

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What are the main features of public company M&A?

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A few years ago, I gave a training webinar on public company M&A with my close friend Roger W. Bivans, a Partner with Baker & McKenzie in Dallas. This offers a fairly comprehensive treatment of the subject. However, it hasn’t been updated to reflect any changes in the law since its original publication date so be careful…

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