Tagged: Court of Chancery

M&A Today: August 2016 Issue

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Massachusetts Wage and Hour Laws: Legal Risks for Businesses in Transition – Scott J. Connolly
The laws governing payment of wages, overtime pay, and commissions have become a leading source of employee claims and employer liability. Mistakes in this area can be costly and penalties in Massachusetts include treble damages and individual liability against certain individual corporate officers. Buyers and sellers in corporate transactions must pay close attention to these risks where the transaction may result in termination of employees’ employment.

Read more about wage and hour laws legal risks.

SEC to Funds: Watch the Broker-Dealer Activities – Mark J. Tarallo
On June 1, 2016, the United States Securities and Exchange Commission (the “SEC”) announced and issued an enforcement action (the “Enforcement Action”) against Blackstreet Capital Management, LLC (“BCM”), and its founder, Murry Gunty (“Gunty”). The Enforcement Action arose out of actions taken by funds advised by Blackstreet that the SEC alleges required registration by Blackstreet as a broker-dealer

Read more about unregistered broker-dealer activity.

Importance of Closing Conditions in Mergers – Williams Companies, Inc. v Energy Transfer Equity, L.P. – Court of Chancery of the State of Delaware – Matthew R. Loecker
On June 24, 2016 the Delaware Court of Chancery ruled on a dispute with implications for lawyers and companies negotiating closing conditions in a merger agreement. The dispute in Williams Companies, Inc. v Energy Transfer Equity, L.P. centered on a legal opinion to be delivered by the purchaser’s tax counsel prior to closing. The purchasers were able to terminate the merger agreement when their counsel refused to deliver the opinion. Practitioners negotiating merger agreements will want to pay special attention to the lessons of Williams before agreeing to any closing conditions or committing to use “commercially reasonable” efforts to meet pre-closing obligations.

Read more about M&A closing conditions.

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