Corporate & Commercial

Just as a normal family strives to provide funding for opportunities, a family business should consider establishing funds as reserves for particular purposes. According to Ramez A. Baasiri, author of Interrupted Entrepreneurship, these funds will “allow you to cultivate the next generation so they can handle a broad range of interruptions in entrepreneurship and have the peace of mind and skills to enhance their business resources for others to benefit from.” Education Fund. Establishing an…
Thursday, October 25, 2018 12:00 p.m. – 1:00 p.m. Eastern It’s time to get ready for the 2019 proxy and annual reporting season. Please join Mayer Brown Partners Jennifer J. Carlson, Robert F. Gray, Jr., Michael L. Hermsen, Anna T. Pinedo and Counsel Laura D. Richman for a complimentary webinar to discuss issues impacting the upcoming proxy season. Topics will include: Pay ratio disclosure Say-on-pay and other compensation disclosure matters Shareholder proposals Institutional…
New SFO Director reaffirms her intentions and priorities for the agency. By Stuart Alford QC and Christopher Ting Fifty days have passed since Lisa Osofsky took over at the UK’s Serious Fraud Office (SFO), pledging to be a “different kind” of director. In her first days, Osofsky set out her priorities for the agency, which included: Improved cross-border coordination Improved corporate engagement Continued use of Deferred Prosecution Agreements Use of technology in investigations This…
This week the Government of Canada announced its intent to impose restrictions on imports of seven classes of steel products to mitigate harm caused by “the diversion of foreign steel products into Canada.”  See the News Release dated Oct. 11, 2018,  and Notice of Commencement of Safeguard Inquiry. The seven classes include wire rod; stainless steel wire; hot-rolled sheet; heavy plate; energy tubular; pre-painted steel; and concrete reinforcing bar. These “safeguard measures” were…
The 34th Annual F.G. Pileggi Distinguished Lecture in Law (named after my father) will be presented by Professor David A. Skeel, Jr., the S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School. Details about the event on November 2, 2018, are at this link, and as follows: Hotel du Pont, du Barry Room, 11th and Market Streets, Wilmington, Delaware 19801 Breakfast at 8:00 a.m. and lecture at 8:45 a.m. One substantive CLE credit…
In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have the benefit of business judgment review pursuant to Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (“MFW”), as long as the requisite procedural protections under MFW are put in place prior to the…
The Delaware Court of Chancery yesterday found an activist investor aided and abetted a target board’s breaches of fiduciary duty, most significantly by concealing from the target board (and from the stockholders who were asked to tender into the transaction) material facts bearing on a potential conflict of interest between the activist investor and the target’s remaining stockholders. See In re PLX Technology Inc. S’holders Litig., C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018).…
Last Friday, the U.S. International Trade Commission (“ITC”) formally launched an investigation into the economic benefits of the new U.S.-Mexico-Canada Agreement (“USMCA”) that is to replace NAFTA. Under the Trade Promotion Authority (“TPA”) law, known as the Bipartisan Congressional Trade Priorities and Accountability Act of 2015, the ITC must prepare a report that assesses the likely impact of the Agreement on the U.S. economy as a whole and on specific industry sectors, as well as…
 On the eve of the Canada’s cannabis legalization, the U.S. Customs and Border Protection (“CBP”) held a teleconference to explain the agency’s enforcement policy and field questions from journalists. The on-the-record teleconference featured the head of the CBP’s Office of Field Operations, which has a staff of 28,000+ employees and an operating budget of $5.2 billion to oversee the agency’s operations at 328 ports of entry and air preclearance locations worldwide. CBP officials…
The New Immediate & MANDATORY CFIUS Filing Regulations – What You Need to Know and Do Before the Regulations Take Effect on November 10 Wednesday, October 24, 2018 | 12:00 p.m. – 1:00 p.m. (EDT) New CFIUS regulations were announced on October 10, 2018, and will go into effect on November 10, 2018. Rick, Nova, and Lori will discuss these new rules – which require mandatory reporting of deals to CFIUS – including possible civil penalties, and will explain…

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