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A recent case involving a Canadian investment banker raises an interesting question about whether a person's own intuition about a merger constitutes illegal insider trading charge.
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A novel probe is required in order to determine whether major mergers constitute a significant fraction of the populations of interest, such as E+A galaxies and luminous AGN.
As best exemplified by the Dell case, depending on the circumstances of the transaction, the lack of a robust presigning market check can potentially diminish the company's ability to persuade the court that the merger price (minus merger synergies) constitutes the fair value for purposes of an appraisal.
Although it has been firmly established that 'joint dominance' is within the scope of Community merger control, what precisely constitutes joint dominance has been shrouded in uncertainty.
Mr. Icahn argued that a merger did not constitute a sale of shares.
So any penalty that might be imposed would simply add to the costs of the merger rather than constitute any real punishment of a wrongdoer.
The Delaware Supreme Court built on its recent opinion in DFC Global Corporation v. Muirfield Value Partners L.P. to reiterate the potential for negotiated merger consideration to constitute the most important evidence of fair value in appraisal actions.
First, the case constitutes the first merger prohibition where joint dominance is applied to more than two oligopolists.
In an advance ruling regarding Leur-Bloem's proposed transaction, the Dutch tax authorities (Inspecteur der Belastingdienst) held that Leur-Bloem's transaction did not constitute a merger by exchange of shares within the meaning of Article 14b(2)(a).
In rejecting this argument, the Chancellor found the original Time-Warner merger agreement not to constitute a "change of control" and concluded that the transaction did not trigger Revlon duties.
According to the release, the 3PAR board of directors has determined that HP's revised proposal constitutes a "Superior Proposal" (as that term is defined in 3PAR's merger agreement with Dell).
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Since I tried Ludwig back in 2017, I have been constantly using it in both editing and translation. Ever since, I suggest it to my translators at ProSciEditing.

Justyna Jupowicz-Kozak
CEO of Professional Science Editing for Scientists @ prosciediting.com