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Capital Acquisition Brokers: New Category of Broker-Dealers Provides Limited Relief for Some Investment Banking Boutiques

The SEC recently approved a set of FINRA rules which creates a new category of broker-dealers known as Capital Acquisition Brokers or CABs. The rules were originally proposed in 2014 and will go into effect on the date set...more

Tax Considerations for BDC Consolidation Transactions [Video]

In this video, Dechert tax partner Jeffrey S. Sion examines several important tax considerations related to business development company (BDC) consolidation transactions, including the pros and cons of taxable and tax-free...more

What’s New in the Revised Uniform Unclaimed Property Act?

The unclaimed property laws of most states are based in whole or in part on one of the multiple versions of the Uniform Unclaimed Property Act promulgated by the Uniform Law Commission. The Uniform Act was initially...more

SEC Approves FINRA’s Capital Acquisition Broker Rules

While the new rules may provide a measure of relief to certain entities that engage in a limited subset of broker-dealer activities, significant compliance requirements continue to apply. On August 18, 2016, the U.S....more

Ten Hallmarks of an Effective Compliance Program-Hallmark 1 [Video]

In this series, I review the Ten Hallmarks of an Effective Compliance Program. This episode premiers Hallmark No. 1....more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

$6 Billion Chinese Acquisition Bid Submitted for CFIUS Review Serves as a Wake-Up Call for Companies to Evaluate and Mitigate...

In late July 2016, U.S. technology distributor Ingram Micro, Inc. (Ingram) announced that it would submit its pending $6 billion acquisition by Chinese shipping company Tianjin Tianhai Investment Co. Ltd. to the Committee on...more

This Week in FCPA-Episode 17 [Video]

In this episode, Jay Rosen and I discuss the following: Show Notes for Week ending August 12 -SEC In-House ALJ Program Upheld. Compliance Building and Second Circuit Court of Appeals opinion. -Abbott, sales pressure and...more

FCPA Compliance and Ethics Report-Episode 272 Miller & Chevalier 2016 Latin America Survey [Video]

In this episode, I visit with Matt Ellis, a partner at Miller & Chevalier on the firm's 2016 Latin America Survey around corruption, compliance and enforcement in Latin America. ...more

Case Note: The Underfunded Union Pension Plan and Asset Purchase Agreements

In a decision handed down by the Seventh Circuit on June 24, 2016, the court warned that a lack of familiarity with the concept of withdrawal liability cannot be used by a buyer of business assets as an excuse to avoid...more

Acquired Fund Fee Expenses and Business Development Companies

The requirement of the Securities and Exchange Commission (the “SEC”) for registered open-end funds to disclose “acquired fund fees and expenses” (“AFFE”) of other funds they invest in, including business development...more

Blog: Quarterly VC Update: Aydin Senkut on the State of Venture Capital Investing

In conjunction with our Q2 Venture Financing Report, I sat down with Felicis Ventures’ founder and managing director Aydin Senkut to get his take on the current state of venture capital investing. A few highlights from...more

Private Briefing: The Appeal of Secondary Buyouts

Greenberg Glusker partner Andrew Apfelberg was quoted in a July 22, 2016 article about sponsor to sponsor asset sales published in The Deal. The article addressed arguments for secondary sales of assets and specifically,...more

Investment Firm to Pay Record $11 Million Fine for Violation of HSR Act

On July 12, 2016, the Department of Justice (“DOJ”) announced that investment firm ValueAct Capital (“ValueAct”) agreed to pay a record $11 million fine to settle charges that it and its affiliates violated the reporting and...more

Delaware Chancery Court Confirms: Two Step Merger Initiated As A Tender Offer Enjoys Business Judgment Rule Protection

The Delaware Court of Chancery recently held that where a majority of a corporation’s fully informed, disinterested, and un-coerced stockholders tender their shares as part of a two-step merger, that has the same “cleansing”...more

Alert: Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct

The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...more

A Blueprint for Maintaining an Individually Designed Qualified Plan after the IRS’s Determination Letter Program Cutback

In Depth - On June 29, 2016, the Internal Revenue Service (IRS) officially sounded the death knell for the five-year remedial amendment cycle with its release of Revenue Procedure 2016-37. Effective January 1, 2017,...more

Corporate and Financial Weekly Digest - Volume XI, Issue 26

SEC/CORPORATE – SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701 – On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more

Revised listings due diligence guidelines issued by the Association of Banks in Singapore

The Association of Banks in Singapore (ABS) introduced its revised due diligence guidelines (Enhanced Guidelines) in respect of listings on the Singapore Exchange Securities Trading Limited (SGX-ST) on 13 May 2016. These...more

Court Of Chancery Explains Difficult Valuation Techniques

This decision deals with the always difficult world of what beta to use in a DCF valuation....more

2016 Amendments to the Delaware General Corporation Law

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the...more

Global Private Equity Newsletter - Summer 2016 Edition: LBO & Management Packages In France: Are Recent Developments In The...

The management packages offered to managers in LBOs can sometimes be differentiating factors for financial sponsors enabling them to win a competitive process for the acquisition of a target company. However, although...more

Alert: Failure to Comply with the HSR Act: The Price is Going Up

Failure to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") is about to get a lot more expensive. Effective August 1, 2016, the maximum civil penalty for noncompliance with the premerger...more

Global Private Equity Newsletter - Summer 2016 Edition: Recent Developments in Acquisition Finance

Private equity sponsors should be aware of two recent court decisions. One involves fiduciary duties under state law that may be owing to a limited liability company borrower by its managers, in the context of receivables...more

"Proposed Treasury Regulations Revolutionize Tax Rules Governing Intercompany Financing Transactions"

Recently proposed Treasury regulations, which will likely be finalized this year, promise to alter the tax treatment of a wide range of intercompany financing transactions dramatically, upending nearly a century of law...more

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