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Global Private Equity Newsletter - Fall 2015 Edition: Evaluating Cybersecurity Risks and Preparedness in Target Companies

Before committing resources to a potential investment, private equity firms should aggressively evaluate a target company’s cyber risks and cyber preparedness. Some target companies are naturally more exposed to cyber risk...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

Third Penalty in Two Months Against a Minority Investor Again Signals Increased FTC Enforcement of the H-S-R Act

For the third time in less than two months, the U.S. Federal Trade Commission (FTC) has announced an enforcement action against a minority investor who failed to comply with the Hart-Scott-Rodino (“H-S-R”) Act notification...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

Global Private Equity Newsletter - Fall 2015 Edition: Buyer Beware – Court Lowers Hurdle to Make Claim for Withdrawal Liability...

In Tsareff v. ManWeb Services, Inc., the U.S. Court of Appeals for the Seventh Circuit held that an asset purchaser’s pre-closing knowledge of a seller’s potential multiemployer plan withdrawal liability could be sufficient...more

The Ninth Circuit Hammers Out A New Successorship Liability Test Under The MPPAA

The Ninth Circuit, in Resilient Floor Covering Pension Trust Fund Board of Trustees v. Michael’s Floor Covering, Inc., Case No. 12-17675 (9th Cir. Sept. 11, 2015), joined the Seventh Circuit in finding that an asset...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

New 871(m) Regulations Finalize Dividend Equivalent Payment Withholding Rules for Equity Derivatives

On September 17, 2015, the IRS and the Treasury Department issued final, temporary, and proposed regulations under section 871(m) of the Internal Revenue Code (collectively, the “new regulations”) that provide the rules for...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

Seventh Circuit Continues to Apply Federal Successor Liability Doctrine to Multiemployer Pension Plan Withdrawal Liability

Regarding multiemployer pension plans, the U.S. Court of Appeals for the Seventh Circuit has long held that a purchaser can incur withdrawal liability in an asset transaction because of the federal successor liability...more

Making the Most of Earn-outs

Earn-outs, where additional consideration is paid post-completion based on the performance of a target business, are becoming increasingly common in private M&A transactions. Our recent survey of European deals between July...more

Considering Selling Your Company? Tip #4: Utilize the Pool of Potential Acquirers

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

Request for Comment on Regulation S-X

The SEC recently published a request for comment on Regulation S-X, which signals an important step in the Commission’s continuing review of disclosure requirements. The request for comment is focused on financial statement...more

Considering Selling Your Company? Tip #3: Understand the Current Funding Environment

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community –...more

Disclosure-Only Settlements Face Continued Scrutiny In Delaware

On Thursday, September 17, 2015, in In re Riverbed Technology, Inc. Stockholders Litigation, the Delaware Chancery approved a disclosure-only settlement related to the go-private deal for Riverbed Technology, Inc. Although...more

FCPA Compliance and Ethics Report-Episode 201-Maurice Gilbert on Hiring in Compliance, Part III [Video]

In this final episode of a 3-part interview with Maurice Gilbert, Managing Director of Conselium, Gilbert discusses keys to interview preparation and execution and what to expect in the offer phase of the hiring process. Be...more

FCPA Compliance and Ethics Report-Episode 199-Louis Sapirman on using social media in a compliance program [Video]

In this episode, I visit with Louis Sapirman, the CCO at Dun & Bradstreet. He discusses how he has integrated social media into the fabric of his company's FCPA compliance program. ...more

Court Of Appeals Affirms Business Court Award Of $1 Million In Fees To Class Counsel

It seems like forever ago that the then venerable North Carolina institution, Wachovia Bank, failed and was acquired by Wells Fargo. (This was actually seven years ago). But just last week came what might be the final...more

Five Tips for a Successful Exit

Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more

Dutch Tax Plan 2016

Today, the Dutch Ministry of Finance published its Tax Plan 2016. In fact, the government sent six separate Bills to Parliament (one on 11 September and the other five on 15 September). Hereinafter we will refer to these six...more

FCPA Compliance and Ethics Report-Episode 200-Mike Volkov on the Yates memo [Video]

In this 200th anniversary episode I visit with Mike Volkov about the implications from the Yates Memo going forward for FCPA enforcement. Volkov also gives his thoughts on the recent GM ignition scandal settlement, which is...more

Tax Policy Update

As in the 9 percent "amusement tax" that the city of Chicago recently extended to online streaming services like Netflix and Amazon Prime, triggering a series of lawsuits alleging that the newly expanded tax was illegally...more

FCPA Compliance and Ethics Report-Episode 197-Jerod Morris on creating a remarkable listener experience [Video]

The FCPA Compliance and Ethics Report it out. In this episode Rainmaker VP Jerod Morris talks about his 4 steps to creating a remarkable user/listener experience. This is a must listen for the compliance practitioner who is...more

Colt Nears Deal to Battle Its Way Out of Bankruptcy

On September 3, 2015, gun maker Colt Defense announced that the company and its creditors are close to finalizing a deal that will rescue the company out of bankruptcy. “It’s fair to say the parties are very close to a deal,”...more

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