Recent M&A Developments – January 2009

Happy 2009! Let's hope it's a better year than the last.

Today we lead off with the latest edition of the regular monthly update on recent developments affecting mergers, acquisitions and divestitures prepared with my colleague Robert Brown for Thomson Reuters/Westlaw. In this issue we consider a variety of topics including the ability of a state to subpoena a company in a securities investigation even if the company has not solicited or sold to its residents, whether operating as a passive investment company and conducting limited business activities will justify judicial dissolution of a company under Delaware law, the emergence and availability of series LLCs, SEC expansion of the scope of primary liability under rule 10b-5 by redefining the term "make" to include an underwriter providing a prospectus containing terms that were not made by the underwriter, but which the underwriter knew or was reckless in not knowing were false, consequential damage waivers in acquisition agreements, and new credit card rules and proposed overdraft protection program designed to protect credit and banking consumers.

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