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ling-gwuh ni-gō-tē: the language of business


Hart-Scott-Rodino Filing Thresholds Jump Significantly in 2024

Effective March 6, 2024, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase by over $8 million. The thresholds determine whether companies are required to notify federal antitrust authorities before consummating a transaction. The increased…

SEC Stays Disclosure Rules Related to Issuer Share Buybacks

On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October 31, 2023, the U.S. Court of Appeals for the Fifth Circuit issued an opinion in Chamber of…

SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices

The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment advisers registered under the Investment Advisers…

SEC Adopts Disclosure Rules Related to Issuer Share Buybacks

On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting release is available at the SEC’s website here.

As we have written in the past, share buybacks…

Failure Is Not an Option: Practical Advice for Directors Entrusted With Overseeing Corporations

In the seminal opinion Meinhard v. Salmon, future Supreme Court Justice Benjamin N. Cardozo wrote, “Joint adventurers, like copartners, owe to one another … the duty of the finest loyalty. … A trustee is held to something stricter than the morals of the marketplace. Not honesty alone, but the punctilio of…

Bringing an End to Gamesmanship

Times of crisis bring out either the good in people or the bad in people.

Multiple times during the Panic of 1907, J.P. Morgan was called upon to help avert disaster. In one particularly noteworthy episode, Morgan summoned the presidents of the largest New York City banks to raise $25…

Adapting to Disruption in M&A Deals in an Era of Volatility

As disruptive as the current M&A landscape has been, deal practitioners have seen and successfully navigated similar disturbances before. Doing so is never easy, however, especially during dark days like March 16, 2020, when the Dow Jones Industrial Average sharply dropped 2,997 points due to COVID-19. Many presumed that deal…

Tucker Ellis represents Ampex Brands in its acquisition of Au Bon Pain from Panera Bread

Tucker Ellis represented Ampex Brands – a Yum! Brands Inc. and 7-Eleven franchisee with more than 400 Pizza Hut, KFC, Taco Bell, Long John Silver's and 7-Eleven locations – in its June 29 acquisition of bakery-café chain Au Bon Pain from Panera Bread.

Tucker Ellis corporate team authors Ohio: North profile for Chambers USA

Members of the Tucker Ellis Ohio corporate team have authored the Chambers USA overview for Corporate/M&A (Ohio: North).

Tucker Ellis represents Colfax subsidiary DJO in acquisition of MedShape, Inc.

Tucker Ellis represented DJO, LLC, a subsidiary of Colfax Corporation (NYSE: CFX), a leading global provider of medical technologies, in its acquisition of MedShape, Inc., a privately held orthopedic medical device company.