General Business Finance & Banking Mergers & Acquisitions

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Financial institutions M&A: How financial sponsors are changing the landscape in Europe - Is current interest in financial...

Financial sponsor activity in European financial services M&A has never been stronger. According to Mergermaket, during the first ten months of 2015, private equity buyouts accounted for 20 percent of all European M&A...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

Your daily dose of financial news The Brief – 11.19.15

NY state regulators have tagged Barclays with an extra $150 million in fines for its role in a Forex-manipulation scandal that’s already cost the bank $2.4 billion – NYTimes and Law360... As expected, the minutes from...more

Global merger control: Charting a route to port

As investors scour the world for growth, regulators are placing cross-border deals under ever greater scrutiny, and a new regulatory world order is emerging. Understanding it is essential. Merger control: Getting your...more

California Amends LLC Law, Eases Lender Obligations

Why it matters - Earlier this month, California Governor Jerry Brown signed into law Assembly Bill 506, a measure that amended the state's Revised Uniform Limited Partnership Act, making it easier for lenders to make...more

FCPA Compliance and Ethics Report-Episode 213-Carlos Ayres on the Brazilian Clean Companies Act [Video]

In this episode I visit with Trench, Rossi partner Carlos Ayres. We discuss the recent guidance released on the Brazilian Clean Companies Act and the current state of anti-corruption compliance in Brazil. ...more

FCPA Compliance and Ethics Report-Episode 212-Stephen Martin on DOJ Compliance Counsel Metrics [Video]

In this episode, I visit with Baker and McKenzie partner Stephen Martin on the recently released metrics which the new DOJ Compliance Counsel will use to evaluate corporate compliance programs under and its implications for...more

FCPA Compliance and Ethics Report-Episode 211-Matthew Stephenson, founder of the Global Anticorruption Blog [Video]

In this episode, I visit with Matthew Stephenson, Harvard Law Professor and founder of the Global Anticorruption Blog. He talks about why he founded the site, what he hopes to accomplish, some of the topics which have...more

National security clampdown on foreign deals

Countries around the world have been increasingly focusing on national security reviews of foreign direct investments into their markets. The three countries where national security reviews can potentially have a...more

Private equity firms: In the line of antitrust fire?

There was a time when private equity firms may have seen themselves as arms-length financial investors but regulators are increasingly holding them responsible for the behaviour of their portfolio companies. A new type...more

Mylan Agrees to Divest Seven Products, Including Three Pipeline Products, to Clear FTC Hurdle in Its $27 Billion Tender Offer Bid...

The Federal Trade Commission (“FTC”) yesterday concluded its antitrust review of Mylan N.V.’s (“Mylan”) proposed acquisition of Perrigo Company plc (“Perrigo”) by entering into a proposed consent judgment that would require...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Kenya

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Kenyan law is generally silent on employee rights/employer obligations in the event of a transfer of businesses. It seems therefore that the...more

Court of Chancery Again Explains Claim Against An Investment Banker

In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care. Note that the board itself was...more

The Growing Power of Fair Price and Process in Delaware Appraisal Actions

On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor...more

FCPA Compliance and Ethics Report-Episode 208-Compliance at the Tipping Point [Video]

I discuss the four data points which have led me to conclude that the compliance function has reached a Tipping Point, in terms of its importance to the C-Suite....more

What's Market? Update: Litigation

In In re Appraisal of, Inc., C.A. No. 8173-VCG (Del. Ch. 2015), the Delaware Court of Chancery held in connection with an appraisal proceeding brought by a dissenting shareholder that the best indication of the...more

FCPA Compliance and Ethics Report-Episode 207-Mara Senn on Negotiating a FCPA Settlement [Video]

The FCPA Compliance and Ethics Report is out. In this episode I visit with FCPA practitioner Mara Senn on negotiating a FCPA settlement and what goes into the terms and conditions of settlement documents such as DPAs and...more

Global Private Equity Newsletter - Fall 2015 Edition: Recent Developments in Acquisition Finance

When a portfolio company underperforms, a sponsor may consider various options to address the perceived performance issues, including changes to a portfolio company’s management team, cost structure, capital structure or...more

ESMA updates EMIR implementation Q&A

ESMA has updated its Q&A on the implementation of European Market Infrastructure Regulation (EMIR). The update gives guidance on a procedure for counterparties and...more

Three Recent Delaware Decisions Highlight the Importance of Director Independence and Risks for M&A Financial Advisors

On September 28 and October 1, 2015, the Delaware Court of Chancery issued decisions in Caspian Select Credit Master Fund Limited v. Gohl, C.A. No. 10244-VCN and In re Zale Corporation Stockholders Litigation, C.A. No....more

FCPA Compliance and Ethics Report-Episode 205, Jonathan Armstrong on the Schrems Decision [Video]

In this episode I visit with Jonathan Armstrong, a partner at Cordery's in the UK. We visit on the Schrems decision by the European Court of Justice and its impact on compliance programs around hotline reporting and internal...more

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

FCPA Compliance and Ethics Report-Episode 204-Greg Dickerson, President of Hiperos on the increased importance of third party... [Video]

In this episode, I visit with Greg Dickerson, President of Hiperos, a Opus Global company. We talk about some of the most recent compliance scandals and how the management of third parties going forward has become even more...more

Court Of Chancery Explains Investment Banker Conflict Leads To Aiding And Abetting Claim

Here the banker failed to make a timely disclosure to its client that it had previously pitched the buyer to make a bid for the client. The Court found that in the context of a motion to dismiss the Board may have breached...more

FCPA Compliance and Ethics Report-Episode 203-Scott Lane, Chief Executive of the Red Flag Group on management of risk and delivery... [Video]

In this episode I visit with Scott Lane, Chief Executive of the Red Flag Group. Lane talks about the approaches to risk management beyond anti-corruption, risk management in the supply chain and personalized compliance...more

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