| Public Reporting Requirements for Major Company Events |
| Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below. More... |
| Application of the De Facto Merger Doctrine to Acquisition of Corporate Assets |
| Companies which otherwise are attractive acquisition targets may have contingent liabilities that are difficult to assess. For example, a paint manufacturer may have used ingredients that later prove to be toxic. Present and future liability of the manufacturer for damages from sales of products with those ingredients may be anticipated, but the scope and cost of that liability may be too difficult to determine to support an acquisition value for the manufacturer.More... |
| Copyrights, Patents, and Trademarks Defined |
| Copyrights, patents, and trademarks can be among the most valuable assets of a business.More... |
| "REVLON" DUTIES |
| REVLON DUTIESMore... |
| Failing Company Defense |
| A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company. More... |
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