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Business Appraisers Spar Over Tax Rates, Market Approach and Other Key Issues in Fair Value Buy-Out Case

As promised in the postscript to last week’s post about the appellate ruling in the Gould case, affirming Justice Platkin’s order granting the oppressed minority shareholder’s dissolution petition involving a pair...more

Multijurisdictional Securitization in the Age of Risk Retention

The challenges of complying with both the US rules and the EU rules. Both United States and European Union laws now require 5 percent credit risk retention for securitization transactions. While the jurisdictional scope...more

When A “Tax Free” Exchange May Not Be Free of Tax

“Tax free” – two words that often bring great delight when they are spoken by a tax adviser to the owner of a business, whether he is considering the disposition of a single asset, or of substantially all of the assets, of...more

Bridging the Week - February 2017 #3

CFTC Postpones Swap Dealer Compliance Date for OTC Swaps Variation Margin Requirements; Other Regulators Likely to Exercise Forbearance: On February 13, the Commodity Futures Trading Commission’s Division of Swap Dealer and...more

Singapore Eases Regulatory Regime for VC Funds to Promote Financing for Start-Ups

The Monetary Authority of Singapore has proposed a simplification of the authorisation process and regulatory framework for venture capital managers—with the goal of supporting start-ups....more

Blog: 2017 M&A Trends Series: Negotiating Anti-Reliance Language

Buyers continued to assert fraud claims in private deals with increasing alacrity. In a typical claim, a buyer may allege that management provided information during due diligence regarding the company that misrepresented the...more

Department of Justice Issues Principles of an Effective Compliance Program

The Department of Justice issued a directive entitled “Evaluation of Corporate Compliance Programs.” The document provides insight into the analysis used by the DOJ to assess the effectiveness of a corporate compliance...more

New Guidance from the DOJ on Your Compliance Program

The U.S. Department of Justice (DOJ), Criminal Division, Fraud Section, recently released new guidance associated with its Guide to the U.S. Foreign Corrupt Practices Act. The guidance, entitled Evaluation of Corporate...more

Big Changes in Pennsylvania for LLCs, LLPs, LPs, and GPs

A major overhaul and modernization of the laws governing unincorporated associations in Pennsylvania took effect Tuesday. Act 170 of 2016, signed into law in November and currently being tracked by Barley Snyder...more

Justice Department Sets Standards for Evaluation of Corporate Compliance Programs

Since the Department of Justice’s (“DOJ”) announcement of its new compliance counsel expert in November 2015, many have been waiting patiently for additional insight into the DOJ’s emphasis on corporate compliance programs....more

Squeeze out Litigation isn’t just for the Rich, Famous and Camouflaged

Law360 recently reported that the creators of Duck Dynasty were in litigation with the Hollywood production company to whom they sold a controlling interest. The suit alleges the new control group was vilifying the original...more

THE LATEST: National Security Reviews of Foreign Ownership May Broaden

The Committee on Foreign Investment in the United States (CFIUS, commonly pronounced “syphius”) reviews M&A transactions that may pose a risk to national security through foreign control of a US business. (See our recent...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 2

Identifying Conflicts of Interest in Structured Products Offerings - With FINRA and other regulators focused on conflicts of interest in the broker-dealer industry, market participants are working diligently to identify...more

Blog: 2017 M&A Trends Series: Delaware Confronts M&A Litigation

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

Investment Funds Update: Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

AMF Consultations - Corporate Finance Advice and Intermediation in Miscellaneous Assets - The Autorité des Marchés Financiers (the “AMF”, the French financial markets authority) has recently launched two public...more

New Law to Govern Pennsylvania Entities

Effective February 21, 2017, Pennsylvania law will change significantly for business corporations, nonprofit corporations, and especially for limited liability companies (“LLCs”), limited partnerships (“LPs”), limited...more

DOJ Issues New Guidance on Corporate Compliance Programs

The DOJ Fraud Section’s “Evaluation of Corporate Compliance Programs” puts chief compliance officers on notice about how the adequacy of their companies’ compliance programs is evaluated by prosecutors....more

Getting to know British Columbia’s new franchise legislation

After years in development, the British Columbia Franchises Act and its regulations came into force on February 1, 2017. British Columbia is now one of six Canadian provinces to enact franchise legislation, following...more

Saudi Arabia’s Vision 2030 – Securing PPP Value for Money and the Criticality of Monitoring and Root Cause Analyses

Introduction - Much of the PPP debate in Saudi Arabia has focussed on the importance of shifting the public sector expenditure burden to the private sector. Wherever this has been the sole focus of a PPP programme, the...more

Blog: 2017 M&A Trends Series: Rep & Warranty (R&W) Insurance is Here

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

The Embraer FCPA Enforcement Action

The Department of Justice (DOJ) and Securities and Exchange Commission (SEC) continued their stunning 2016 run of Foreign Corrupt Practices Act (FCPA) decisions with the announcement of the resolution of the Embraer SA...more

N.Y.’s 2018 Budget Proposal: Tax Proposals To Watch

Last month, Governor Cuomo presented his budget proposal for NY State’s 2017- 2018 fiscal year. Included in the proposal were a number of tax provisions that should be of interest to closely-held businesses and their owners....more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

Court Of Chancery Explains Class Distribution Procedures

Distributing the proceeds from a class action settlement is not as easy as you might think. Tracing ownership is complicated by the use of various intermediaries such as Cede & Co. This decision explains why that is so and...more

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