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Anti-Inversion Legislation May Impact Non-Inverted Private Equity Deals

Corporate inversions have been the target of regulatory or statutory tax proposals for many years. However, the recently attempted combination of Pfizer and AstraZeneca received prompt and more far-reaching attention in the...more

Mary Mcnulty Quoted On Court Of Federal Claims Decision In Interest Netting Case

Mary McNulty was quoted in a Tax Notes Today article (subscription required) on the Court of Federal Claims decision in Wells Fargo. In Wells Fargo, the Court of Federal Claims found that a taxpayer may net underpayment...more

FCPA Compliance and Ethics Report-Episode 77World Cup Report-Part VII, with Mike Brown [Video]

In this episode of the FCPA Compliance and Ethics Report, Mike Brown and I conclude our World Cup Report series. We continue our look at some of the compliance and ethics lessons from the recently concluded World Cup. ...more

FCPA Compliance and Ethics Report-Episode 76-World Cup Report-Part VI [Video]

In this episode, which is the first of a two part series, Mike Brown and I begin to wrap up some of our thoughts and take-aways from the recent World Cup. We discuss anti-bribery and anti-corruption in the context of the...more

Purchase Price Adjustments in an M&A Transaction

Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more

FCPA Compliance and Ethics Report-Episode 75-Roy Snell CEO of SCCE [Video]

In this episode I visit with Roy Snell, CEO of SCCE on the upcoming Nation Conference to be held in Chicago in September. ...more

Export Controls in UK Offshore Centers

Many private equity and investment funds are organized as limited partnerships or companies of offshore entities. Similarly, companies may structure mergers and acquisitions by utilizing offshore holding entities. The British...more

Certain Merger and Acquisition Brokers Escape SEC Registration

The SEC recently issued a no-action letter that allows private company M&A brokers who satisfy specific criteria to avoid registering as broker-dealers with the SEC. Historically, an intermediary in a private M&A transaction...more

Regulators Target Insurance Company Acquisitions by Private Equity Funds

Private equity firms and hedge funds have stepped up efforts to acquire insurance companies in recent years. This has prompted regulators to increasingly air their own unease with the risks they perceive associated with such...more

M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding...more

FCPA Compliance and Ethics Report-Episode 73-World Cup Report-Part V [Video]

In this episode, Mike Brown and I look at the assessment of 'Tone at the Top' from the perspective of the Brazil/Colombia World Cup final and the horrific injury to the Brazilian striker Neymar. ...more

FCPA Compliance and Ethics Report-Episode 72-interview with Michael Rasmussen [Video]

In this episode of the FCPA Compliance and Ethics Report, I interview Michael Rasmussen, the GRC Pundit. As the man who coined the phrase 'GRC' Michael is one of the country's top GRC experts. He talks about the recent OCEG...more

"First-Half Activity Energizes US Capital Markets in 2014"

The U.S. equity and debt markets experienced a strong first half of the year. In the first quarter, the U.S. IPO market was the busiest since 2000, more than doubling the number of IPOs from the same period last year. ...more

Doing Business in Canada: Foreign Investment & Mergers

INVESTMENT CANADA ACT - Non-Canadians who acquire control of an existing Canadian business or who wish to establish a new unrelated Canadian business are subject to the federal Investment Canada Act (ICA). In either...more

FCPA Compliance and Ethics Report-Episode 70-World Cup Report-Part III [Video]

In this episode, the World Cup Report Part II. Mike Brown and I continue our exploration of compliance lessons from FIFA and the 2014 World Cup. We discuss why following the money is so critical, then analyze the US tie with...more

Hospital and Health System M&A Series: The Expanding Range of Strategic Alternatives Available in Hospital System Mergers and...

The business of governing acute care health systems has become increasingly complex in recent years as board governance and industry structure have worked to keep up with the pace of reform and consolidation. The sector has...more

Global Private Equity Outlook

In this report: - Introduction - Overview - Deal Process - Portfolio Strategies - Cross-Border Dealmaking - Exits - Fundraising - Conclusion - Private Equity...more

FCPA Compliance and Ethics Report-Episode 69-Joe Oringel, co-founder of Visual RiskIQ on Transaction Monintoring [Video]

In this episode, I visit with Joe Oringel, co-founder of Visual RiskIQ. Joe talks about transaction monitoring and the tool that his company has developed to assist companies with FCPA compliance. ...more

Laidler v. Hesco Bastion Environmental, Inc., C.A. No. 7561-VCG (Del. Ch. May 12, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery determined the fair value of the petitioner’s stock in a statutory appraisal proceeding arising from the short-form merger of Hesco Bastion USA, Inc. (the “Company”) into the...more

Doing Business in Canada: Securities Regulation

SECURITIES REGULATION - The principal stated purpose of Canadian securities legislation is to preserve the integrity of capital markets and to protect the investing public. In Canada, there is not yet federal...more

FCPA Compliance and Ethics Report-Episode 67-World Cup Report-Part II [Video]

In this episode, Mike Brown, Managing Director of Infortal, continue our World Cup Report, Part II. We discuss allegations of bribery and corruption in the award of the 2022 World Cup to Qatar, the US win over Ghana and some...more

A new test for Mexico’s structural changes: antitrust reform – key points in one chart

Mexico’s President Enrique Peña Nieto has signed a bill formalizing the implementation of important amendments to the Mexican Constitution that primarily cover telecommunications, media and antitrust....more

FCPA Compliance and Ethics Report-Episode 66-Visit with the FCPA Professor [Video]

In this episode I welcome back the FCPA Professor who gives his views on the Esquenazi decision, his recent book and his upcoming FCPA Institute....more

Qatar Amends Regulations and Issues Rules as MSCI Upgrade Comes Into Effect

Qatar, along with the UAE, has been upgraded from “frontier” to “emerging” market status by MSCI (an upgrade that is now in effect), which is among the criteria used by a large number of institutional investors and private...more

FCPA Compliance and Ethics Report-Episode 65-World Cup Report-Part I [Video]

The FCPA Compliance and Ethics Report, Episode 65 is out. In this episode, I begin a 4 part World Cup series with Mike Brown, Managing Director of Infortal. In this episode we discuss bribery and corruption of referees and...more

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