Mergers & Acquisitions Law Report Index-Summary

RADIO

RAILROADS

– Antitrust exemption elimination

See LEGISLATION, FEDERAL, HR 233, S 146

– France

– – 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
– – National railway system authorized to take control of Novatrans, 1011

REAL ESTATE

– Bankruptcy, Erikson Retirement Communities files for Ch. 11 (Bankr. N.D. Tex.), 1064

REAL ESTATE INVESTMENT TRUSTS (REITs)

– Blackstone purchase of Equity Office Property Trust, misleading proxy solicitations, Private Securities Litigation Reform Act does not require state of mind for violation (7th Cir.), 283
– Consolidation predictions may be premature, 456
– Corus Bankshares, FDIC sells 40 percent stake sold to commercial REIT, 945
– Outbound transfers, §367, AICPA urges elective exception, 538

RECORDKEEPING

See BOOKS AND RECORDS

REDUCTIONS IN FORCE (RIFs)

See LAYOFFS

REGULATED INVESTMENTS COMPANIES (RICs)

– Outbound transfers, §367, AICPA urges elective exception, 538

REGULATIONS

See specific subject matter

REMEDIES

– Fiduciary breaches

See FIDUCIARY DUTY

– Insider trading

See INSIDER TRADING

– MMM Holdings/PMC Holding merger, post-closing adjustment payment claims required to be arbitrated (Del. Ch.), 30
– Short-form mergers

– – Failure to disclose material facts, minority shareholders allowed to pursue quasi-appraisal unrestricted by opt-in or escrow requirement (Del.), 671
– – Valuation, appraisal exclusive remedy (3d Cir.), 924

REORGANIZATIONS

See also PRIVATE LETTER RULINGS (PLRs)
– Acquisition indebtedness, avoiding IRC §279 penalties, Analysis & Perspective, 323
– Bankruptcy, securing cost basis, Analysis & Perspective, 469
– Continuity of interest requirement, stock received by creditors may count, Final Regs., 57
– Copyrights, reorganization and merger of licensee results in unauthorized transfer of software license (6th Cir.), 978
– (D) reorganizations

– – Cash transactions, nominal share concept continues to pose difficulty, 1053
– – Liberty Media spin-off of entertainment subsidiary receives favorable IRS ruling, 1057
– – Stock of transferor and transferee held by same owner, N.Y. Bar opposed to deemed share approach, 932

– Kazakhstan, Parliament votes to amend tax code, 468
– Liquidations

– – Election out of gain recognition in cross-chain sale of stock, Prop. and Temp. Regs. issued, 848; IRS official discusses, 929; IRS corrections, 933
– – Stock sales, §336(e) asset acquisition treatment, ABA comments on Prop. Regs., 36; comments under examination, 312

– Mass., liquidation of subsidiary does not lead to loss of investment tax credit (Mass.), 703
– N.J., stock purchases treated as asset acquisitions, §338(h)(10) election produces no taxable gain (N.J. Super. Ct.), 702
– OECD action

– – Arm's-length standard passes scrutiny, 216
– – Commercially rational test criticized, 241
– – Draft guidelines on transfer pricing and tax treaty application

– – – Analysis and Perspective, 18
– – – Draft not intended to permit gratuitous challenges, 571

– Recapitalization, fiduciary breach claim for failure to disclose key information to proceed (Del. Ch.), 507
– Single-issue rulings, guidance under development, 340
– Stock basis

– – (B) reorganizations, safe harbor under consideration, 57
– – Distributions, recovery and identification Prop. Regs. issued, 78; IRS corrections, In Brief, 516
– – Subsidiary stock transactions, netting of gains and losses urged, 58

– Substantial part or portion definition difficult to pin down, Analysis and Perspective, 686
– 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
– Transfers to controlled corporations, PLR pilot program allowing limited issues rulings announced (Rev. Proc.), 449
– Transfers to foreign corporations

– – AICPA recommends changes, 538
– – Gain recognition agreements

– – – Final Regs. liberalize rules, 149
– – – Regime tightened, Final and Temp. Regs., 150

– – N.Y. Bar seeks clarification of elective exception, 109

– UK, pension plan underfunding regs. to be relaxed, 934

RES JUDICATA

– Attorneys' fees indemnification, prior judgment on breach of merger claim not bar (Del.), 257
– Settlement not bar to action seeking release of collateral (2d Cir.), 445

RETAIL INDUSTRY

– Bankruptcy

– – Eddie Bauer sale to Golden Gate Capital approved (Bankr, D. Del.), 737
– – Filene's Basement files (Bankr. S. Del.), 457; sale to Syms approved, 623
– – Fortunoff files for Chapter 11 protection (Bankr. S.D.N.Y.), 155
– – Jeweler Finlay Enterprises files, Gordon Bros. seen as stalking horse, 830
– – Sleepy's to acquire 1800mattress.com, 321

– Stock drop litigation, Macy's employee alleging concealment of difficulties in integrating operations with May Dept. Stores may pursue breach of fiduciary duty claims (S.D. Ohio), 821

RETIREE HEALTH CARE

– Breach of fiduciary duty for failure to fund plan, claims allowed to proceed (D. Conn.), 104
– Chrysler, prohibited transaction exemption proposed to allow transfer of promissory notes and employer securities, 952
– Fiduciary duty breach for failure to fund plan, claims allowed to proceed (D. Conn.), 33
– Medicare

See HEALTH CARE

– Misrepresentation of lifetime benefits, reservation of rights clause not bar to breach of duty claim (3d Cir.), 844
– Reduction of benefits, preliminary injunction against plan with reservation of rights clause denied (D. Neb.), 33
– Unilateral reduction by Raytheon challenged (D. Ariz.), 416

RETIREMENT BENEFITS

See PENSIONS; RETIREE HEALTH CARE

RICS

See REGULATED INVESTMENTS COMPANIES (RICs)

RIFs (REDUCTIONS IN FORCE)

See LAYOFFS

RUSSIA

– Antitrust

– – Fines, constitutional court limits powers of antitrust agency, 633
– – Law amendments approved by Parliament, 660; president signs, 707