In the post-merger period, the merging companies may face legal issues that stem from pre-merger agreements made with the US government concerning antitrust effects of the merger or that may revolve around plant closings and reduction of staff that result ...

First, a definition. What do we mean by a “friendly” merger or acquisition transaction? Hostile takeovers are rare and so most M&A transactions are friendly, or cooperative. A friendly, successfully completed M&A transaction is usually the end-product of an intensive ...

“Hostile takeover” was a feared phrase for some of America’s public company CEO’s in the 1970’s and 1980’s. Facing a hostile takeover meant facing accusations of incompetence, mismanagement and loss of shareholder value. While such takeovers have declined in recent ...

To fully understand antitrust laws and regulatory enforcement, we must understand prosecutorial discretion. At the federal level, antitrust enforcement is heavily influenced by the personal beliefs of the sitting President. Take, for example, Teddy Roosevelt’s “trust busting” initiatives, or more ...

Mergers and acquisitions are the legal mechanisms by which companies join forces to create new, hopefully more efficient, organizations. An acquisition occurs when one company acquires 100% of another, non-related company. The company being acquired is the “target company” while ...

Originating in the aftermath of the Great Depression, “blue sky laws” were made possible by the Uniform Securities Act of 1956. Leading up to the stock market crash of 1929, the SEC did not exist to regulate offerings and many ...

Between 1911 and 1933, 47 of the 48 states developed their own Securities laws, which, like the federal Securities law that followed, are designed to protect Investors from fraudulent sales practices and activities.  They all seek to prevent Issuers or agents from promising unrealistic returns and misinforming Investors about the investment risks.  Despite minor differences from ...

During the first two decades of the twentieth century, state efforts to regulate the sale of corporate securities flourished. Motivated by real and spurious complaints from investors about roving financial hucksters, many state legislatures passed laws to stop unscrupulous pitchmen ...

Definition A state law that imposes standards for offering and selling securities.  Such laws aim to protect individuals from fraudulent or overly speculative investments. Overview Originally prepared by Deepa Sarkar of the Cornell Law School Securities Law Clinic. Individual states adopted ...

Blue sky law, any of various U.S. state laws designed to regulate sales practices associated with securities (e.g., stocks and bonds). The term blue sky law originated from concerns that fraudulent securities offerings were so brazen and commonplace that issuers would sell building lots in the ...