Finance & Banking, Commercial Law & Contracts, Business Organization

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

by NAVEX Global on 5/21/2013

Trying to avoid the unusually strict import controls in Argentina and facilitate faster clearance of its products through customs, a subsidiary of Ralph Lauren Corp. was found to have bribed local officials between 2005 and...more

Innovations and Opportunities in Energy Efficiency Finance

by Kendall Bodden, Josh Bushinsky, Charlotte Kim, Randy Lewis, Wendra Liang, Robert O’Connor, Sheridan Pauker, Scott Zimmermann | Wilson Sonsini Goodrich & Rosati on 5/21/2013

In this white paper: - Introduction - Energy Efficiency Finance Structures, New and Familiar, and Negotiating Key Agreements - Energy Savings Performance Contracts (ESPCs) and Applying REITs to Energy...more

Bitcoin And The Corporations Code

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/20/2013

I’ve been seeing an increasing number of references to Bitcoin and other forms of virtual or crypto currencies in the news. For example, Jeffrey Sparshott and Robin Sidel of the Wall Street Journal reported last week that...more

The Private Equity Prom -- How to land the PE firm of your dreams

by Brian DeFoe, Reuben Ortega | Lane Powell PC - Business/Commercial Law on 5/20/2013

Are you looking for someone to invest in your new company or help expand your business? Landing private equity (PE) financing can be like preparing for your high school prom. To impress that special someone you have admired,...more

Continuous Disclosure – What to Say and When?

by Adam Levine, Su Sze Ting | K&L Gates LLP on 5/16/2013

Key Points - Continuous disclosure is one of the key elements of ensuring market integrity. With the recent amendments to the Listing Rules and the introduction by the Australian Securities Exchange (ASX) of a new...more

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

by Wilson Sonsini Goodrich & Rosati on 5/16/2013

On May 10, 2013, the Internal Revenue Service (IRS) and Treasury Department released the long-awaited final regulations under Section 336(e) of the Internal Revenue Code, treating certain sales, exchanges, and distributions...more

SEC Issues Guidance on Disclosures Made via Social Media

by David Garcia, Michael Meskill | Jackson Walker on 5/16/2013

The Securities and Exchange Commission (the "SEC") recently issued a Report of Investigation (the "Report") in which it provides helpful guidance to public companies regarding their use of social media to disclose material...more

Tax-Efficient Capital Vehicles for Unregulated Utilities: REITs, MLPs and Up-Cs Considered

by Nickolas Gianou, David Levy, Sean Shimamoto | Skadden, Arps, Slate, Meagher & Flom LLP on 5/15/2013

Over the last several years, a confluence of political and market developments have made capital for renewable energy projects harder to come by, which has affected the ability of unregulated affiliates of public utilities...more

At Last: Final Regulations Issued Under Section 336(e)

by Dennis Allen, Robert S. Chase II, Reginald Clark, Jeffrey Mace, Daniel McKeithen, Michael Miles, William Pauls, David Roby, Jr., Christopher Schoen, William Sheumaker, Carol Tello, more +H. Karl Zeswitz, Jr. | Sutherland Asbill & Brennan LLP on 5/14/2013

In a move that was nearly 27 years in the making, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued long-awaited final regulations under §336(e) (the Final Regulations) on May 10. Section 336(e)...more

The Entrepreneurs Report Q1 2013

by Sundance Banks, Caitlin Courtney, Herb Fockler | Wilson Sonsini Goodrich & Rosati on 5/14/2013

In this issue: - From the WSGR Database: Financing Trends for Q1 2013 - Valuations by Industry Segment - Convertible Notes vs. Priced Equity in Seed Round Financings: An Illustration of Capitalization...more

PCAOB, Auditors And Executive Compensation

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/9/2013

The Public Company Accounting Oversight Board, or PCAOB, has reproposed a new auditing standard, Related Parties, and certain other amendments to its standards. Overall, the reproposal is directed at detecting material...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...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

Big Regulation’s Big Data

by Richik Sarkar on 5/8/2013

In March 2012, the Obama Administration announced its Big Data Research and Development Initiative. The program involves a total of over $200 million in new commitments from several departments and agencies to improve the...more

Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide

by Skadden, Arps, Slate, Meagher & Flom LLP on 5/1/2013

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results of operations or...more

"Post-Petition Restructuring Support Agreement Survives Challenge in Delaware"

by Mark Chehi, Van Durrer | Skadden, Arps, Slate, Meagher & Flom LLP on 4/30/2013

Background - The debtors in Indianapolis Downs operated a combined horse racing track and casino in Indiana. They had substantial secured indebtedness: more than $98 million of first lien (first priority), $375 million...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

Second Circuit Establishes Relevant Time Period for "Center of Main Interests" Determination Under Chapter 15 of the Bankruptcy...

by Rosanne Ciambrone, Rudolph J. Di Massa Jr, William Heuer, Ron Oliner | Duane Morris LLP on 4/29/2013

In Morning Mist Holdings Limited v. Krys (In re Fairfield Sentry Limited), Case No. 11-4376, 2013 WL 1593348 (2d Cir. April 16, 2013), the United States Court of Appeals for the Second Circuit (the "Second Circuit") held that...more

Always Be Prepared: Forecasting a Business Partner's Financial Problems and How to Prepare

by Christopher Giaimo, Donald Workman | BakerHostetler on 4/19/2013

As the American economy continues to slog through the ongoing Great Recession, even financially sound companies face challenges due to the continued economic malaise. In particular, a company that works with suppliers,...more

Claims Trading From The Inside Out: Ninth Circuit BAP Holds That A Non-Insider Claimant's Vote On A Plan Is Not Discounted Merely...

by Michael Lauter | Sheppard Mullin Richter & Hampton LLP on 4/19/2013

In an unpublished decision in In re The Village at Lakeridge, LLC, BAP Nos. NV-12-1456 and NV-12-1474 (B.A.P. 9th Cir. Apr. 5, 2013), the United States Bankruptcy Appellate Panel of the Ninth Circuit held that a vote on a...more

Recent Court Decisions Hold That The Absolute Priority Rule Still Protects Creditors Of Individual Chapter 11 Debtors

by Daniel Gosch | Dickinson Wright on 4/18/2013

As the economic recovery continues to wind along through the up and down financial cycles that have been the hallmark of the last four years, there can be little doubt that some individuals historically on the higher end of...more

New Swap Business Conduct and Record-Keeping Regulations Kick in for Municipal Bond Issuers and Borrowers

by Nicholas Bentley, Meghan Burke, Charles Carey, Steve Ganis, Gregory Sandomirsky, Len Weiser-Varon | Mintz Levin - Public Finance on 4/18/2013

Beginning May 1, 2013, many new business conduct regulations adopted by the Commodity Futures Trading Commission (“CFTC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) will begin to...more

Strategies for Avoiding the Headache of Preference Liability

by James Holman | Duane Morris LLP on 4/17/2013

Although business bankruptcy filings have trended down in recent months, the lingering legacy of litigation prompted by the surge in filings at the outset of the U.S. financial crisis remains with us and continues to strike...more

The Extraterritorial Reach of Derivative Regulation Under Dodd-Frank

by Eileen Bannon | Holland & Knight LLP on 4/15/2013

In the wake of the financial crisis, global regulators have endeavored to undertake significant regulatory reform of the swaps markets. In 2009, the members of the G-20 agreed that: (i) the OTC derivatives contracts should be...more

New York Court Rules that Professional Services Exclusion Bars Coverage for Underlying Actions Brought By FINRA and Private...

by Eryk Gettell | Sedgwick LLP on 4/12/2013

In David Lerner Associates, Inc. v. Philadelphia Indemnity Insurance Company, 2013 WL 1277882 (E.D.N.Y. Mar. 29, 2013), the United States District Court for the Eastern District of New York affirmed the plain meaning of the...more

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Finance & Banking › Commercial Law & Contracts › Business Organization