General Business Mergers & Acquisitions Finance & Banking

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The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more

Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose [Video]

In this episode I visit with Mara Senn, a partner at Arnold & Porter on how to think through a FCPA investigation and she provides a decision making calculus on how to make a decision...more

"Managing Related-Party Transactions With Yieldco and MLP Vehicles After El Paso Pipeline"

Sponsors generally form a yieldco or a master limited partnership (MLP) because the structure of these permanent capital vehicles allows for the issuance of equity to investors at a lower cost of capital, providing a...more

Court Of Chancery Upholds Primacy Of Purchase Price Adjustment Clause

The buyer’s rights under a stock purchase agreement sometimes seem in conflict. This decision resolves such a conflict by holding that under the terms of the agreement, the purchase price adjustment process trumps the buyer’s...more

FCPA Compliance and Ethics Report-Episode 154-Compliance Leadership-Persuasion, Influence, Tools & Tips, Skills and Tips [Video]

In this episode, I discuss some of the tools which a compliance practitioner or CCO can use to further compliance in an organization. ...more

Soaring Chinese investment in the UK - but when will the North get its share?

Chinese companies are growing in the UK at an unprecedented rate, adding a significant contribution to the UK economy through growth and employment. Research by the China Daily into UK businesses with Chinese parent...more

Eighth Circuit Says Focus is on the Intent of the Debtor in Fraudulent Transfer Law, Does Not Address Ponzi Scheme Presumption

This case is the product of yet another dispute in the extensive, multi-billion dollar fraud perpetrated by Tom Petters. In 2005, as the sole board member of Petters Group Worldwide, LLC (“PGW”), Petters directed the...more

FCPA Compliance and Ethics Report-Episode 153-Doing Compliance in an Economic Downturn [Video]

The energy industry is in turmoil from the drop in the price of oil from $100 down to around $50 per barrel. Many energy companies have laid off up to 30% of their workforce. What can you do from the compliance perspective...more

2015 Global High-Yield Bond Study

In This Issue: - Executive Summary - Methodology - Definitions - Categories of Analysis - High-Yield Bond Study: ..Call Protection ..Change of Control Portability...more

Focus on Private Equity - April 2015

In This Issue: - The Use of Alternative Credit in Europe - Buying and Selling a Craft Brewery in the United States - Excerpt from The Use of Alternative Credit in Europe: As a result of the reduced...more

China’s New Proposed Foreign Investment Law — What to Expect

On January 19, 2015, the Ministry of Commerce of China (“MOFCOM”) released a draft PRC Foreign Investment Law (the “FIL”) for public comment. Once adopted, the FIL would abolish the Law on Sino-Foreign Equity Joint Ventures...more

Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial...more

FCPA Compliance and Ethics Report-Episode 151-Glenn Lammi of the Washington Legal Foundation [Video]

In this episode I visit with Glenn Lammi of the Washington Legal Foundation who discusses the work of the WFL....more

NASAA M&A Broker Model Rule

On January 15, 2015, the Broker-Dealer Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed uniform state model rule (the Model Rule) regarding the exemption of certain...more

Navigating FCPA Risks in Global Private Equity Ventures

In light of the global nature of the private equity industry, minimizing Foreign Corrupt Practices Act (FCPA) risks is an important consideration for private equity firms and their portfolio companies. ...more

FCPA Compliance and Ethics Report-Episode 148-Mike Volkov on Criminal Enforcement of the Internal Controls Provisions of the FCPA [Video]

In this episode I visit with Mike Volkov on his recent series on internal controls under the FCPA and his belief that the DOJ may be moving towards criminal enforcement of the internal controls provisions....more

R&W Insurance in Middle-Market M&A

As competition for middle-market M&A transactions becomes more acute, prospective buyers, particularly private equity firms, wishing to distinguish themselves from others may employ representation and warranty insurance (R&W...more

FCPA Compliance and Ethics Report-Episode 147-Prof. David Orozco on the use of compliance as a business strategy [Video]

In this episode I visit with Florida State University Professor David Orozco about his recent article on the use of corporate legal as a business strategy and its implications for the compliance practitioner. ...more

FCPA Compliance and Ethics Report-Episode 146-David Simon on Foley's Global Risk Management Platform [Video]

In this episode, I visit with David Simon, a partner at Foley and Lardner. We discuss Foley's recently recently Global Risk Management Platform. ...more

SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak...

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted...more

Germany's safe harbors to its net operating loss carryover limitation rules – or: let's make a law

Historically – meaning until the end of 2007 – the German corporate tax law provided for limitation rules on the use of tax-wise net operating loss carryovers of a corporation, where the "loss corporation," after a change in...more

FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II [Video]

In this episode which is Part II of my look at SEC enforcement of the FCPA, I consider whether profit disgorgement is available to the SEC in a strict liability enforcement action of violation of internal controls. ...more

US PE Sponsors Take on Europe

US PE houses spent $58 billion on European buyouts in 2014, a 43% increase on 2013 figures, according to Mergermarket. US PE houses are becoming major players in the European buyout game. Much of this activity is...more

Underwriter, Two Employees Charged By SEC

The SEC brought another case tied to Chinese reverse mergers. This one differs from many earlier actions which focused on the company and or the executives. This action names as defendants one broker-dealer and two of its...more

New Investment Canada Act Thresholds and National Security Review Periods

The Canadian government has adopted new regulations and implementing orders that: - significantly alter the existing review thresholds under the Investment Canada Act (ICA) for most investors....more

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