General Business Finance & Banking Mergers & Acquisitions

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FCPA Compliance and Ethics Report-Episode 108-Supply Chain Under the FCPA [Video]

In this episode I discuss several different risk based models to evaluate your supply chain under the FCPA or UK Bribery Act. ...more

Can Undue Concentration in Financial Companies Threaten Market Stability? New Federal Reserve Merger and Acquisition Regulation...

The new year will bring new restrictions on banks and certain large financial institutions, as the Federal Reserve Board issued a final rule prohibiting financial companies from merging if the ratio of the resulting entity’s...more

"U.S. Corporate Inversion Update"

Numerous US legislative proposals have reacted to the perceived problems of US corporate inversions in which, generally, a parent USco becomes a Forco’s subsidiary. Not content to wait for enacted legislation, the IRS and the...more

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more

FCPA Compliance and Ethics Report-Episode 104-interview with Russ Berland [Video]

In this episode, I visit with Russ Berland, who was outside counsel heading up the FCPA investigation for Layne Christensen. I discuss with Russ the fabulous he was able to achieve, a Declination to Prosecute from the DOJ and...more

Private Equity Websites and General Solicitations: A Case of Overzealous Hypersensitivity?

It’s a well-settled law of physics: for every action, there’s a reaction. In some cases, there’s overreaction – generally best avoided, but a phenomenon to which many private equity funds may have fallen victim. Here, we...more

Purchase Price Allocations Under ASC 805: A Guide to Allocating Purchase Price for Business Combinations

When your company is on the buy-side of an acquisition, you are burdened with the responsibility of reporting all items related to the transaction on your financial statements. Large companies under high levels of scrutiny...more

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more

FCPA Compliance and Ethics Report-Episode 101-interview with Chris Bauer [Video]

In this episode 101 of the Compliance and Ethics Report, I visit with Chris Bauer. Chris is a well-known ethicist who speaks, writes, lectures and teaches about ethics in business. ...more

Focus on Private Equity - October 2014

Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity - At present, the EU Merger Regulation [Council Regulation (EC) No 139/2004] (the Merger...more

Q&A With Baker Botts' Joshua Davidson

Joshua Davidson is a partner in Baker Botts LLP's Houston, Texas, office and head of the firm's master limited partnerships practice. He handles a range of corporate and securities work and is nationally recognized for his...more

Black Horse Capital, LP v. Xstelos Holdings, Inc., C.A. No. 8642-VCP (Del. Ch. Sept. 30, 2014) (Parsons, V.C.)

In this decision, the Court of Chancery granted defendants’ motion to dismiss, finding that it could not enforce the plaintiffs’ alleged oral agreement where the related written agreements make no reference to any prior...more

Financial Services Weekly News Roundup - October 2014 #3

Editor’s Note - Looking Ahead: December 1 Effective Date for FINRA Consolidated Supervision Rules. The new FINRA Supervision rules, approved by the SEC in December 2013, become effective on December 1, 2014. The new...more

Texas Court Refuses to Apply Texas Choice of Law in Non-Compete Fight Involving Texas Bank

A recurrent theme in non-compete litigation is the overriding importance of choice-of-law. The latest example comes to us from the United States District Court for the Southern District of Texas and pits a Texas choice-of-law...more

Governance & Securities Law Focus: Latin America Edition - October 2014

In this issue: - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - EU DEVELOPMENTS - European Commission...more

Governance & Securities Law Focus: Asia Edition, October 2014

In this issue: - Asia DEVELOPMENT - HKEx Releases Concept Paper on Weighted Voting Rights - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent...more

Rural/Metro II: Additional Lessons for Financial Advisors, Directors and Counsel in M&A Transactions And Related Litigation

On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp....more

FCPA Compliance and Ethics Report-Episode 99-review of remarks by Assistant AG Caldwell at ECOA [Video]

In this episode I take a look at the recent remarks of Assistant AG Leslie Caldwell made at the recent ECOA Conference. I discuss the Assistant AG's thoughts on an effective compliance program, internal investigations and how...more

TSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings

The Toronto Stock Exchange has adopted amendments to the TSX Company Manual, which: - allow listed issuers to adopt security-based compensation arrangements for employees of a target company in the context of an...more

New Measures Aim to Support Listing and Capitalization of Italian Companies

The Italian Government aims to support investments and incentivize listing and capitalization of companies, with significant implications for both listed and non-listed companies. The new rules were introduced by law...more

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European...more

Search Funds: Catering to Canadian Investors

As those in the search fund community are aware, finding the right investors for a fund is critical to its success. Equity sources bring more than their capital to the table; the best investors serve as experienced advisers...more

FCPA Compliance and Ethics Report-Episode 97-Interview with Roy Snell, CEO of SCCE [Video]

In this episode I visit with Roy Snell, about the recent 2014 SCCE Compliance and Ethics Institute, Compliance Practitioner 2.0 and some thoughts on the current state of the compliance profession. ...more

Treasury Notice on Inversions Leaves Basic Inversion Transactions Intact

In This Issue: - Deferred Earnings and Profits of CFCs - Code Section 956(e) - Code Section 7701(l) - Code Section 304(b)(5)(B) - Code Section 7874 - Request for Comments -...more

U.S. Treasury Tries to Clamp Down on Tax Inversions

Lately, the media has focused on tax inversions, most recently when Burger King announced that it will purchase Tim Hortons, a Canadian company, but what are they?...more

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