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Pensions Hazard for PE Buyers on Carve-Out Deals

by Latham & Watkins LLP on

Corporate carve-outs have become increasingly popular in recent years, as buyout firms scour the market for primary deals. In an environment in which the UK Pensions Regulator (the Regulator) is becoming more active, in our...more

Day 12 of One Month to More Effective Compliance for Business Ventures-Joint Venture Due Diligence

by Thomas Fox on

When you bring two entities together to operate jointly, there are several difficult issues to analyze. For the US company operating under the FCPA, there must be an adequate business justification for a joint venture with a...more

Philippine Competition Commission clears Alipay and Ayala’s investment in Globe Fintech

by Reed Smith on

On 27 June 2017, the Philippine Competition Commission (PCC) announced that it was conducting a phase II review into the proposed investment by Alipay Singapore Holding Pte. Ltd. (Alipay) and Ayala Corporation (Ayala) into...more

Day 10 of One Month to More Effective Compliance for Business Ventures-Dis-Linking any Illegal Conduct Going Forward

by Thomas Fox on

One of my favorite words in the context of Foreign Corrupt Practices Act (FCPA) enforcement is dis-link. It a useful adjective in explaining how certain conduct by a company must be separated from the winning of business and...more

Day 7 of One Month to More Effective Compliance for Business Ventures-Evaluating Pre-Acquisition Risk Factors

by Thomas Fox on

Today I want to look at what you should do with the information that you obtain in your pre-acquisition compliance due diligence. Jay Martin, Chief Compliance Officer (CCO) at BakerHughes, a GE company. suggests an approach...more

Day 6 of One Month to More Effective Internal Controls-Pre-Acquisition Due Diligence

by Thomas Fox on

The compliance component of your mergers and acquisition regime should begin with a preliminary pre-acquisition assessment of risk. Such an early assessment will inform the transaction research and evaluation phases. This...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

This Week in FCPA-Episode 71, the Three Dingers Edition

by Thomas Fox on

In this week's episode, we discuss: 1. Roy Shell considers whether compliance officers should be liked or respected. 2. What is the intersection of sports, corruption and compliance? 3. The Alere FCPA enforcement...more

Day 5 of One Month to More Effective Compliance for Business Ventures-Pre-Acquisition Risk Assessment

by Thomas Fox on

One of the clearest themes from the 2012 FCPA Guidance was around the importance of your pre-acquisition work in any merger or acquisition on a target company. In the section on Declinations, the 2012 FCPA Guidance provided...more

Reminder: Equity Compensation May Require HSR Filings For Executives Of REITs Or Other Companies

by Goodwin on

Common equity-based compensation-related transactions, such as restricted stock grants, settlement of restricted stock units (RSUs), exchange of operating partnership units (OP units) and option exercises, may trigger filing...more

President Trump Issues Order Prohibiting Chinese Company Acquisition Of U.S. Semiconductor Business

by King & Spalding on

On September 13, 2017, President Trump issued an Executive Order prohibiting the acquisition of U.S. company Lattice Semiconductor Corporation (Lattice) by a group of companies, including Canyon Bridge Fund I, LP (CBFI);...more

Court Holds That Attorneys Acted As An Escrow Agent And Could Be Sued For Breach Of Fiduciary Duty By A Non-Client

by Winstead PC on

In Alexander O&G, LLC v. Nomad Land & Energy Res., LLC, Nomad entered into a Purchase and Sale Agreement (“PSA”) with Alexander O&G, LLC (“AOG”) for the sale of oil and gas interests. No. H-16-2065, 2017 U.S. Dist. LEXIS...more

An Update on Foreign Investment Control in Germany

by McDermott Will & Emery on

The German government recently tightened regulations on foreign investments in Germany in order to restrict non-EU/foreign acquisitions of German companies in certain industries. On 18 July 2017 an amendment to the German...more

New Rules Offer Clarity On China's Outbound M&A Crackdown

by Foley & Lardner LLP on

On August 18, 2017, China’s State Council issued guidelines clarifying rules passed a year ago by the State Administration of Foreign Exchange (SAFE) limiting outbound investments as cover-up to move money out of China....more

China Imposes Further Guidelines on Chinese Outbound Investments

by Morrison & Foerster LLP on

In response to the rapid decline in China’s foreign exchange reserves in 2016, the People’s Bank of China (“PBOC”), along with the National Development and Reform Commission (“NDRC”) and the Ministry of Commerce (“MOFCOM”)...more

Funds Talk: September 2017 - Tax Court Declines to Follow Rev. Rul. 91-32

In a recent decision, Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner, the U.S. Tax Court declined to follow Revenue Ruling 91-32, and held that gain on the sale of an interest in an operating...more

Dealing with an Unsolicited Offer - The Bank Account

by Bryan Cave on

On today's episode Jonathan Hightower and Rob Klingler discuss how to handle unsolicited offers for your bank....more

Using SBA Loans for Business Acquisitions

Loans guaranteed by the Small Business Administration (“SBA”) can be a valuable tool for buyers interested in acquiring businesses that do not have sufficient hard assets to meet the collateral requirements of traditional...more

Revised NYSE Dividend Notification Requirements

by Goodwin on

The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more

Delaware Supreme Court Provides Guidance on Factors to Consider in Appraisal Valuation Procedure in Context of DFC Global...

by Ropes & Gray LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P.,1 the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal decision relating to the 2014 acquisition of DFC Global Corporation, an international...more

Blog: Q2 2017 Quarterly VC Update: Hans Tung on the State of Venture Capital Investing

by Cooley LLP on

In conjunction with our Q2 Venture Financing Report, I sat down with Hans Tung managing partner at GGV Capital, to get his take on the current state of venture capital investing. A few highlights from Hans: On...more

Russia Tightens Control Over Transactions Involving Foreign Investors

Amendments in July 2017 to Russian foreign investment laws have resulted in a significant tightening of control over transactions involving (including investments in) Russian companies by foreign investors...more

Ten things to consider when you do a leveraged finance deal in Belgium

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 7 - With the leveraged finance market staying hot, an increasing number of international sponsors are making acquisitions in Belgium, and upcoming changes in the law will make...more

Germany: Recent Amendments on Review of Foreign Investments - Steps to Take When Making an Investment in Germany

by Dechert LLP on

The German government agreed last week to amend the German Foreign Trade and Payments Ordinance (AWV) to address potential concerns raised by foreign investments in certain sectors of the German economy. The amended AWV...more

Selling to China: Four Key Questions All Private Equity Deal Teams Should Ask on an Exit

by Latham & Watkins LLP on

Chinese acquirers are playing an increasingly important role as buyers of private equity sponsored companies — nearly 200 portfolio companies were sold to Chinese entities in 2016. However, in our view, measures taken by the...more

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