Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions

The Panel takes AIM

by Alex Gibson, Thomas Sibert | K&L Gates LLP on 5/20/2013

On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction...more

Fannie Mae, Freddie Mac Directed To Purchase Only QM Loans

by BuckleySandler LLP on 5/14/2013

On May 6, the FHFA announced that Fannie Mae and Freddie Mac must limit their future mortgage acquisitions to loans that meet the requirements for qualified mortgages under the CFPB’s January 2013 ability-to-repay/qualified...more

Capital Infusion - May 2013: Deal Spotlight: Patton Boggs Advises on Innovative Health Care Transaction

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/13/2013

Patton Boggs recently advised Satori Capital, a Dallas-based private equity firm, on its acquisition of Longhorn Health Solutions, Inc. Longhorn is headquartered in Austin, Texas and is a leading direct-to-home provider of...more

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

by Ellen McElroy | Pepper Hamilton LLP on 5/8/2013

A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more

Integrating Foreign Currency Hedges With Respect To Stock Purchase And Sale Agreements

by Steven Bortnick | Pepper Hamilton LLP on 5/7/2013

Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

by Allan Ickowitz, John Kim, Jennifer Meeker | Nossaman LLP on 5/7/2013

A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more

Takeover Code Amendments Extend the Rights of Pension Scheme Trustees

by Iain Wright | Morgan Lewis on 4/30/2013

Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more

"The Resurgence of Japanese Outbound M&A"

by Kenton King, Michael Mies, Hiroshi Sarumida | Skadden, Arps, Slate, Meagher & Flom LLP on 4/30/2013

The Nikkei has skyrocketed more than 50 percent over the last six months. Goldman Sachs has issued a report predicting a further 20 percent gain in the index before year-end. Japanese companies were the third-most active...more

Private Equity - Winter/Spring 2013

by Gus Black, Carl de Brito, Daniel Dunn, Thomas Friedmann, Richard Horowitz, Jeffrey M. Katz, Steven Lorch, Roger Mulvihill, Kenneth Wang, Paul Wang, Amy Yang, Scott M. Zimmerman | Dechert LLP on 4/29/2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 -...more

Purchase Price Adjustments: How True is Your True-Up?

by Carl Roston, Ken Wiggins | Akerman Senterfitt on 4/29/2013

A substantial majority of acquisitions involving private targets include uncapped post-closing purchase price adjustments, or "true ups," tied to the target's balance sheet. Since a target's value typically is assessed based...more

PBGC Seeks Involuntary Plan Termination before Plan Sponsor’s Proposed Share Sale

by Justin Alex | Proskauer - ERISA Practice Center on 4/29/2013

On April 18, 2013, PBGC filed a complaint (PBGC v. Saint-Gobain Corp. Benefits Comm., E.D. Pa. Case No. 13-02069) to involuntarily terminate a defined benefit plan sponsored by Saint-Gobain Containers, Inc. before Ardagh...more

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

by Thomas Fox on 4/25/2013

In the two most recent corporate Foreign Corrupt Practices Act (FCPA) enforcement actions, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) to communicate not only what they believe constitutes a...more

Accounting Firm Mergers

by Russell Shapiro | Levenfeld Pearlstein on 4/5/2013

Merger activity among accounting firms has grown significantly of late. Allan D. Koltin, CEO of Koltin Consulting Group, commented that “2012 was another record year for CPA firm M&A. It represents the fifth consecutive year...more

Six Steps to Prepare for Venture Financing

by The R. Bernard Law Group on 3/25/2013

Venture capital funds don't expect startups to be well-oiled machines. In fact, they go into potential deals knowing there will be problems. These issues range from disgruntled founders to disputes over who owns a company’s...more

Regulators Warn On Risks Of Leveraged Loans

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 3/22/2013

The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency have issued joint supervisory guidance on leveraged lending. It remains to be...more

"UK Regulators to be Given Power to Break Up UK Banks"

by Patrick Brandt, Lorenzo Corte, Scott Hopkins, Shaun Lascelles, Allan Murray-Jones, William Sweet, Jr. | Skadden, Arps, Slate, Meagher & Flom LLP on 3/19/2013

The U.K. Government recently published the Financial Services (Banking) Reform Bill (the “Bill”) which implements the key recommendations of the U.K.’s Independent Commission on Banking (the “ICB”). The ICB was established in...more

"Specialty Finance Mergers and Acquisitions: Developments and Considerations"

by Andrew Alin, David Ingles, Sven Mickisch, William Rubenstein | Skadden, Arps, Slate, Meagher & Flom LLP on 3/5/2013

In a rapidly evolving financial services landscape, mergers and acquisitions activity in the specialty finance sector was robust in 2012 and early 2013, and the pipeline for transactions in this space continues to be strong....more

Growth Equity: Who is in Control?

by Matthew Stewart | Fenwick & West LLP on 2/25/2013

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

Holdback Escrows in M&A Transactions

by Mark Cassanego | Carr, McClellan, Ingersoll, Thompson & Horn -... on 2/21/2013

A Merger and Acquisitions (“M&A”) holdback escrow, where a portion of the purchase price of an acquisition is placed in a third party escrow account to serve as security for the buyer, is a common element in structuring...more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

Rogers Towers: Use of FDIC Special Powers: Knowledge by the FDIC or its Assignees is Irrelevant

by Scott J. Kennelly | Rogers Towers on 2/5/2013

In previous posts, we introduced the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e), which bar claims and defenses against the FDIC and its assignees by private parties based on improperly...more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

by David DiDonato, Janine Salomone, Peter Walsh | Potter Anderson & Corroon LLP on 2/5/2013

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more

Rogers Towers: Use of FDIC Special Powers by Assignees of the FDIC

by Scott J. Kennelly | Rogers Towers on 1/22/2013

Courts have extended the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e) to successors or assignees of the FDIC as receiver of the failed banks....more

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Commercial Law & Contracts › Finance & Banking › Mergers & Acquisitions

The Panel takes AIM

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

"Extension of UK Takeover Code Jurisdiction"

Fannie Mae, Freddie Mac Directed To Purchase Only QM Loans

Capital Infusion - May 2013: Deal Spotlight: Patton Boggs Advises on Innovative Health Care Transaction

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

Integrating Foreign Currency Hedges With Respect To Stock Purchase And Sale Agreements

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

Takeover Code Amendments Extend the Rights of Pension Scheme Trustees

"The Resurgence of Japanese Outbound M&A"

Private Equity - Winter/Spring 2013

Purchase Price Adjustments: How True is Your True-Up?

PBGC Seeks Involuntary Plan Termination before Plan Sponsor’s Proposed Share Sale

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

Accounting Firm Mergers

Six Steps to Prepare for Venture Financing

Regulators Warn On Risks Of Leveraged Loans

"UK Regulators to be Given Power to Break Up UK Banks"

"Specialty Finance Mergers and Acquisitions: Developments and Considerations"

Growth Equity: Who is in Control?

Holdback Escrows in M&A Transactions

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

Rogers Towers: Use of FDIC Special Powers: Knowledge by the FDIC or its Assignees is Irrelevant

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

Rogers Towers: Use of FDIC Special Powers by Assignees of the FDIC

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

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