Alston & Bird served as legal counsel to the Special Committee of the Board of Directors of Ebix, Inc., a leading international supplier of on-demand software and E-commerce services to the insurance industry, in a definitive merger agreement to be acquired by an affiliate of Goldman, Sachs & Co. in an $820 million transaction, where Ebix shareholders will receive $20 per share in cash.
“With our market-leading servicing platforms and talented team of insurance and technology professionals, Ebix will be well-positioned as a private company to continue to execute on our strategic initiatives and pursue growth opportunities around the world,” said chairman and chief executive officer Robin Raina in a press release.
The Alston & Bird team was led by Justin Howard, co-head of the firm’s Mergers & Acquisitions Group, as well as Scott Ortwein, co-head of the firm’s Corporate Transactions & Securities Group. Also assisting were Dave Brown, Kyle Healy and Sarah Hess for corporate/M&A issues; Richard Grice for leveraged finance issues; and John Shannon and Blake Mackay for employee benefits and executive compensation issues.
Read the full press release from Ebix.
Written by Justin Howard, Partner, Mergers & Acquisitions Group | Alston & Bird LLP
|
The SEC’s proxy access rule, which would allow stockholders to have their nominees for director positions included in the company’s proxy materials, is under challenge in the U.S. Court of Appeals for the D.C. Circuit. The challenge was brought by the U.S. Chamber of Commerce and the Business Roundtable, with amicus curiae support from the State of Delaware. On the opposing side, the Council of Institutional Investors, TIAA-CREF and fourteen other funds have filed a brief supporting the SEC’s position.
Read More
|
Advancement and indemnification are concepts that so frequently appear together that there is a tendency to think of them as intertwined. However, the Delaware Chancery Court recently issued a transcript ruling in Katzman v. Comprehensive Care Corp., C.A. No. 5892-VCL (Del. Ch. Dec. 28, 2010) reminding practitioners to distinguish the two concepts and clarifying the nonexclusive nature of the right of advancement. The succinct discussion in the ruling includes citations to relevant Delaware case law, which should be helpful to practitioners in this area.
Read More
|
In a July 2010 letter, the Federal Trade Commission recently warned potential purchasers of certain customer data that the transfer and use of such data could violate the seller’s own privacy policies and, therefore, constitute an unfair or deceptive act or practice in violation of the Federal Trade Commission Act. The Director of the FTC’s Bureau of Consumer Protection, David Vladeck, made this position clear in a letter written to several investors who had expressed a desire to purchase customer data collected by the now defunct XY Magazine and XY.com in a bankruptcy sales process. The letter cautions of the likelihood that sensitive personal information of customers may be used lawfully only in the transaction for which it was collected. Sellers of such customer data, including when the sale is part of a larger business combination, should make certain the sale is permitted by their privacy policies. Purchasers of such customer data need to make certain they perform proper due diligence on the seller’s privacy policies, as well as make certain their plans for using the data post-acquisition will be permissible under the FTC Act.
Read More
|
On July 15, 2010, final Congressional approval of the Dodd-Frank Wall Street Reform and Consumer Protection Act occurred, when the Senate passed the bill by a vote of 60 to 39. President Obama is expected to sign the legislation next week. Embedded in the over 2,200-page Dodd-Frank Act are a number of provisions addressing executive compensation and corporate governance reforms. These provisions appear in Title IX of the Act, which may be cited separately as the Investor Protection and Securities Reform Act of 2010. Below is a brief summary of the executive compensation and corporate governance provisions in the Act that are applicable to all public companies. (Certain other provisions of the Act relate specifically to the governance of financial institutions.) A more detailed discussion, including observations regarding effects of the Act, can be found here.
Read More
|
Historic financial reform legislation agreed to by the House-Senate Conference on June 25, 2010, includes several provisions aimed at giving investors in public companies better disclosure and a bigger voice relating to executive compensation and certain corporate governance measures. These provisions include notably a non-binding vote on compensation, disclosure of comparison of compensation to stock performance, and a requirement that directors be elected by majority vote.
Read More
|