Mergers & Acquisitions Law Report Index-Summary

DAMAGES

– ERISA, cash balance plan conversions, J.P. Morgan employee receiving full distribution has standing to seek for deficiency in conversion notice (S.D.N.Y.), 105

DEALERS

See BROKER-DEALERS

DEFERRED COMPENSATION

– TARP recipient limits, consistency with §409A and 457A needed, 1029
– Treasury purchase of equity interests in financial institutions not change in control for §409A purposes, 537

DEPRECIATION

– Consolidated returns, taxable year of parent does not control time of deduction for property owned and placed in service by subsidiary (N.D. Ill.), 10

DERIVATIVE ACTIONS

– Buyout proposals, demand for action by board of directors required before suit filed (Del. Ch.), 165
– Huntington Bancshares, Sky Financial Group acquisition, shareholders fail to demonstrate futility of demand (S.D.Ohio), 975
– Stock option backdating, standing to challenge lost by merger (Ind. Ct. App.), 166

DERIVATIVES

– Accounting, IASB not to change day-one gains and losses or liabilities with demand features, 194; IASB derivatives and credit treatment likely to end convergence with FASB, 957
– NYSE Euronext and Depository Trust & Clearing announce joint venture to clear U.S. fixed income derivatives, 648
– NYSE Euronext and Qatar launch equities and derivatives exchange in Doha, 649

DIRECTORS AND OFFICERS

– Bank of Am./Merrill Lynch merger, Treasury and Fed threatened to remove board if deal canceled, 383
– Compensation

See EXECUTIVE COMPENSATION

– Derivative actions, buyout proposals, demand for action by board of directors required before suit filed (Del. Ch.), 165
– Fiduciary duty

– – Officers owe same duty of care and loyalty as directors to shareholders (Del.), 98
– – Revlon duties limited to obtaining best price (Del.), 279

– Inspection of books and records, investors seek to compel over retention of directors contrary to shareholder vote (Del. Ch.), 392
– Vivendi/Activision merger, directors not liable for failing to obtain the best deal (Del. Ch.), 724

DISCLOSURE

– Accounting issues

See ACCOUNTING

– Banking

– – Asset swap between Citigroup unit and Legg Mason, suit alleging omissions in offering documents dismissed (2d Cir.), 950
– – SEC sends letters to CFOs urging reevaluation of loan loss accounting in management discussion and analysis disclosures, 798

– Hostile takeovers, disclosure of intent not enforced (S.D.N.Y.), 648
– Post-merger financial data subject to disclosure (Del. Ch. Ct.), 361
– Recapitalization transaction, minority shareholder claims of failure to disclose key information to proceed (Del. Ch.), 507
– Securities fraud

See SECURITIES FRAUD

– Short-form mergers, remedy for failure to disclose material facts, minority shareholders allowed to pursue quasi-appraisal unrestricted by opt-in or escrow requirement (Del.), 671
– Stock buy-back at undervalued price, class action charges failure to disclose planned sale (S.D. Fla.), 676
– Substantial stock purchases, Mylan/King merger, hedge fund settles SEC charges of failure to disclose substantial investment in Mylan (SEC), 361

DISTRIBUTIONS

– Cash balance plans, J.P. Morgan employee receiving full distribution has standing to seek damages for conversion deficiency notice (S.D.N.Y.), 105
– Consolidated returns, subsidiary stock sale, redemption deemed distribution in exchange for stock (T.C.), 9
– Corporate reorganizations, stock basis recovery and identification Prop. Regs. issued, 78; IRS corrections, In Brief, 516

DOJ

See JUSTICE DEPARTMENT (DOJ)

DRUG STORES AND PHARMACIES

See HEALTH CARE

DRUGS

See PHARMACEUTICAL COMPANIES