Monthly Archives: December 2014

Takeover Defense Tactics May Hurt Investors

Board members of a corporation who want to thwart hostile takeovers from an outside party or a minority stakeholder seeking to gain a controlling interest can often rely on the existence of certain takeover defenses that can prevent or reduce the likelihood of the company’s change of control or of a particular director or directors’

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Spending Bill Strips Dodd-Frank Provision

In the aftermath of the market crash in 2008 and the subsequent economic recession, Congress and the White House worked with industry and subject experts to craft a massive overhaul of our financial and banking laws to ensure that a similar catastrophe would not happen again. This culminated in the 2010 Dodd-Frank Wall Street Reform

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Double Pay on Thanksgiving and Christmas?

As many families gathered around the table for Thanksgiving, and as many will for the upcoming holidays, some people have no choice but to show up to work on those days in order to make ends meet and support their families. Store openings and employees working on these holidays have caused a bit of a

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2014 Was a Big Year for M&A

Whenever a calendar year approaches its end, the common thing to do is a review. This can be on the success of a company, the accomplishments (or lack thereof) of our Congress, the best and worst moments in sports, and the events and newsmakers around the world that caught our attention. The corporate world is

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California Judge Limits Jurisdiction of Franchise Tax Board

A recent ruling by a California judge has drawn finer lines as to what it means to “do business” under the laws of the state of California as far as the Franchise Tax Board is concerned. The Franchise Tax Board is a state agency that collects personal income taxes from individuals as well as taxes

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California Employee Protections Continue to Annoy Businesses

In a recent post, we summarized the critiques that chief executives of businesses have against the state of California, as well as how certain laws and regulations hinder businesses registered in or at least operating in the state and deter other companies from coming to California. In spite of the fact that California on its

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Spin-Offs Also Happen Abroad

We have previously covered the topic of spin-offs or break-ups by companies seeking to re-strategize and restructure in order to adapt to changing market demands and conditions, and to expend resources as efficiently and smartly as possible. Often companies with various divisions or different operations will decide that it is more cost efficient to spin

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The Immense Cost of Breaking Up the Deal

A while back we posted multiple commentaries on the use and function of breakup fee provisions in mergers and acquisitions. Such transactions can often fall apart for a number of reasons. Sometimes the buyer or the seller changes its mind. Often a company’s Board of Directors will recommend what to do, and shareholders will ultimately

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California Frustrates Business Leaders

When people think of business in California, two main images may pop into their heads. One is of Silicon Valley, where tech wizards innovate and invent the coolest and most mind-blowing technological hardware and software that could make our lives infinitely easier. We also may think of Hollywood and the business of entertainment in television

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Dow Chemical Unloads Cash, But Short of Breaking Up

In recent news, publicly-traded company Dow Chemical decided to increase stock dividend by 42 cents per share, which is a 14% increase, as it enters the fourth quarter of the year. In addition to the raised dividend, the company also announced that it would increase its buyback of shares from stockholders to $9.5 billion, up

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