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SEC Issues Guidance on Non-GAAP Financial Measures in Business Combination Projections

On October 17, 2017, the SEC’s Division of Corporation Finance issued new guidance clarifying the circumstances under which financial forecasts included in registration statements, proxy statements or tender offer statements relating to a business combination are not subject to Item 10(e) of Regulation S-K or Regulation G.

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The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

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Linked is the Third Quarter 2015 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction
  • Delaware Court Denies Claims for Advancement in Two Recent Cases on the Basis of “By Reason of the Fact” Standard
  • Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
  • Technicalities Disqualify Dell Stockholders’ Appraisal Rights under “Continuous Holder” Requirements
  • Delaware Supreme Court Confirms Effect of Majority Vote of Disinterested, Informed Stockholders

Accounting Standards Update

  • The End of Extraordinary Items
  • FASB Proposes “Materiality” Guidance

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