Mergers & Acquisitions Law Report Index-Summary

FAIR VALUE ACCOUNTING

FEDERAL COMMUNICATIONS COMMISSION (FCC)

– Ownership rules, quadrennial review launched, 921
– Personnel

– – Chairman

– – – Cropp assumes temporary leadership, 72
– – – Martin reflects on legacy, 28; 51
– – – Martin resigns, 73; Genachowski nominated, 212; Senate receives formal nomination, 277; chair to try to move before Memorial Day, GOP prefers to pair with GOP nominee, 411; hearing set, 441; hearing rescheduled, 564; committee approves Genachowski nomination, 592; Senate approves, 618

– – Clyburn expected to be nominated for vacant seat, 411; nominated, 618; Senate panel approved, paired with GOP seat, 697
– – General Counsel Blumenthal to leave, 29
– – GOP seat, McDowell to be renominated, 530; committee approves, 592; Senate approves, 618

– Reform

– – Chairman Genachowski calls issue urgent, appoints special reform counsel, 696
– – Former commissioner offer recommendations, 26

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)

– Bank failures

– – BankUnited FSB taken over, 506
– – Corus Bankshares reaches agreement with FRB to seek merger or capital infusions, 180; 40 percent stake sold to REIT, 945
– – Ga., Kan. and N.C. banks taken over by FDIC, 619
– – Michigan state banks and Colo. bank fail, 964
– – Number totals 77 through Aug., 803; Az., Ill., Iowa, and Kan. banks increase total to 89, 854
– – Public-Private Investment Program

– – – Bidder eligibility criteria, comments sought, 643; equity firms call on FDIC to lower criteria, 781; terms loosened, 813
– – – Guaranteed financing for leveraged transactions, pilot program under consideration, 387; first sale announced, 866
– – – More firms raise required funds, 946

– – Tex., Ga., and Ala. banks fail, 829

FEDERAL RESERVE BOARD (FRB)

– Capital infusions, agreements reached with banks, 180
– JP Morgan Chase/Bear Stearns merger, Treasury responds to Senate inquiry, supportive of Fed-approved financing arrangement, 304
– Regulatory reform, Obama plan concentrates new powers in Fed, 589; clarification, 620

FEDERAL TRADE COMMISSION (FTC)

– Antitrust

– – Bureau of Competition

– – – Acting director Wales to leave, 304
– – – Senior deputy director Glazer to leave, 442

– – Commissioner outlines challenges facing agency, 331
– – Horizontal merger guidelines, comments sought, public workshops planned, 897; DOJ official discusses, 898
– – Pharmaceutical companies, watchdog group urges consideration of effects on drug innovation, 359
– – Review procedure, jurisdictional threshold increased, 27

– Chairman, Liebowitz named, 212
– Commissioner vacancies, nominations expected, 838
– Consumer protection bureau, personnel shifts announced, 122
– Enforcement, senior staff position appointments announced, 359
– Hospital merger reviews to weigh potential for improvement in quality of care, 163
– Merger analysis, efficiency claims treatment by staff, study, 163
– Premerger notification, ABA urges update of horizontal merger guidelines, 1072

FEES

– Attorneys' fees

See ATTORNEYS

FIDUCIARY DUTY

– Anti-dilution protections, Amazon.com breach of duty claim charging concentrated effort to avoid protections dismissed (Del. Ch.), 672
– Bidder deterrence agreement, shareholders' breach of duty claim granted expedited hearing (Del. Ch.), 646
– Board self-issued shares as compensation for personal guaranties during firm's financial crisis meets duty of care (1st Cir.), 999
– Buyout price, stockholders cannot force board to repudiate contractual obligation (Del. Ch.), 7
– ESOP participants lack standing to claim breach (S.D. Fla.), 447
– Lyondell Chem. directors, Revlon duties limited to obtaining best price (Del.), 279
– Municipal bond investment fund MAT Five, settlement tender offer proposal deemed fair and reasonable (Del. Ch.), 52
– Officers owe same duty of care and loyalty as directors to shareholders (Del.), 98
– PNC/National City merger, NCC shareholder claims settled by additional disclosures (Del. Ch.), 791
– Recapitalization transaction, minority shareholder claims of failure to disclose key information to proceed (Del. Ch.), 507
– Retiree health care

– – Failure to fund plan, breach of duty claims allowed to proceed (D. Conn.), 33
– – Misrepresentation of lifetime benefits, reservation of rights clause not bar to breach of duty claim (3d Cir.), 844

– Software industry, approval of merger by board paying preferred stockholders but not common shareholders may constitute breach (Del. Ch.), 772
– Stock drop litigation

– – Bank of Am. charged with fiduciary duty breach over Countrywide and Merrill Lynch acquisitions (S.D.N.Y.), 127; second suit filed, 307; actions consolidated, 646; settled (C.D. Cal.), 774; D.C. joins, 856
– – Communication company integration difficulties leading to stock price decrease, breach of duty claim filed (D. Colo.), 308
– – Huntington Bancshares did not breach duty by allowing workers to invest in company stock during period of decreasing value (S.D. Ohio), 170
– – Washington Mutual Employees claim for retention of stock in face of declining value to proceed (W.D. Wash.), 1003

– Stock price

– – Buy-back at undervalued price, suit charges failure to disclose planned sale (S.D. Fla.), 676
– – Inflated purchase price, fiduciary approving settlement has duty to investigate on behalf of plan (D.D.C.), 262
– – Redemption under contract agreement before acquisition resulting in higher price not breach (Del. Ch.), 443
– – Tender offers, prior knowledge of misconduct and acceptance bars price challenge (4th Cir.), 124

– Stock sales, right of first refusal, insiders have duty to disclose insider information (Del. Ch.), 747
– Utah, closely held corporations, shareholders owe duty to each other (Utah), 948

FINANCIAL INSTITUTIONS

See BANKING

FOOD

– Beverages, Coca-Cola bid for Huiyuan Juice Group rejected, 287; rejection not seen as protectionism, 427
– Confectionery products, Mars/Wrigley merger, settlement reached (Del. Ch.), 123
– Darden Restaurants, securities fraud class action, false earning projects accompanied by cautionary language sufficient to comply with PSLRA safe harbor (M.D. Fla.), 793
– Grocers

See GROCERY STORES

– Meet packing industry, JBS/National Beef merger, DOJ to end litigation following abandonment of merger, 191

FOREIGN CORRUPT PRACTICES ACT

– Due diligence key in climate of enhanced enforcement, 394
– SEC TROs freezing assets raise due process questions, 394

FOREIGN DIRECT INVESTMENT

– Airline consolidations expected to rise, transnational mergers remain problematic, 760
– Canada, Investment Canada Act update, Prop. Regs. issued, 680
– CFIUS Final Regs. take effect, 5
– China

– – Decline noted, 800
– – Mining, CFIUS clears investment by Aluminum Corp. of China in Rio Tinto, 486
– – Not seen as becoming protectionist, 427

– GAO report urges increased oversight of data on ownership of restricted assets, 487
– Global economy

– – OECD urges open investment policies, warns against discrimination, 315
– – Sharp drop noted by World Ass'n of Inv. Promotion Agencies, 981
– – 2009 first quarter sees 50 percent drop, 631
– – U.N. trade and development agency predicts sharp drop, 86; 2008 decline smaller than estimated, 497; slow recovery seen in 2010, 706

– India

– – Calculation guidelines clarified, 176
– – Foreign airlines' investment in domestic carriers under consideration, 112

– Japan Airlines, Delta Air Lines injection of capital likely to clear antitrust concerns, 880
– Latin American and Caribbean investments soar in 2008, expected to crash in 2009, U.N. ECLAC report, 517
– Mexico, telecommunications industry, ownership restrictions constitutional (S.C.J.N.), 980
– South Korea

– – Cash grant and tax break system to be reformed, 543
– – Free economic zone incentives, access eased, 290

– Tech company acquisitions, no coordinated strategy by foreign entities, CFIUS annual report to Congress, 47
– U.S., in

– – Investments increase in 2008, 542
– – Quarterly survey by Bureau of Economics to be redesigned, 838

FOREIGN INVESTMENT NATIONAL SECURITY ACT

– CFIUS Final Regs. take effect, 5

FORUM NON CONVENIENS

– Jurisdiction, contemporaneous class actions, motion to stay one of proceeding examined under forum non conveniens standards (Del. Ch.), 672

FRANCE

– Antitrust

– – Audiovisual market, Competition Authority favors stronger regulation, 427
– – Banque Populaire/Caisse d'Epargne merger approved, 633
– – Enforcement authority consolidated in new Competition Authority, 83; first meeting held, 219; compliance and enforcement efforts outlined, 658
– – French Finance Ministry sponsored forum discussion, 1012
– – Newspaper and magazine distributors, Nouvelles Messageries de la Presse Parisienne takeover of Turinvest subject to phase 2 investigation, In Brief, 1037
– – Transportation services

– – – Bus and rail services, Societe Nationale des Chemin de fer Francais and Caisse de Depot et de Placement du Quebec merger, EC refers to French Competition Authority, 1061
– – – Railroads, national railway system authorized to take control of Novatrans, 1011

– Insider trading, MoneyLine majority shareholder/president fined 450K Euros, 113
– Securities fraud, Swiss CEO fined record in sham bid for Euro Disney, 453

FRAUD

– Securities

See SECURITIES FRAUD

– Successor liability, Kerr-McGee and Anadarko Petroleum charged with fraudulently spinning off environmental remediation liabilities to company ending up in bankruptcy (S.D.N.Y.), 57
– Whistleblowers, Intl. Gaming Technology/Anchor Gaming merger, reasonable belief of possible fraud and termination for suggesting further inquiry sufficient (9th Cir.), 793

FTC

See FEDERAL TRADE COMMISSION (FTC)