Finance & Banking, Mergers & Acquisitions, Securities Law

The Panel takes AIM

by Alex Gibson, Thomas Sibert | K&L Gates LLP on 5/20/2013

On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction...more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

by Wendy Lee | Harney Westwood & Riegels on 5/14/2013

I OVERVIEW OF M&A ACTIVITY - According to a report of the Cayman Islands Economics and Statistics Office, the Islands’ economy began to recover from the economic downturn in 2011, with real gross domestic product...more

New Bill Heightens Potential For More Investment Canada Reviews Of SOE Acquisitions

by Sandy Walker | Dentons on 5/13/2013

Last week the Canadian Government introduced amendments to the Investment Canada Act (ICA) to implement its revised policy towards state-owned enterprises (SOEs) which it announced in December last year....more

Hong Kong Capital Markets Quarterly News -- April 2013

by Stephen Birkett, Charles Chau, Melody Junhua He-Chen, Jessica Moore, Venantius Tan, Gregory Wang | Morrison & Foerster LLP on 5/13/2013

In This Issue: Major Publications and Decisions; New Listing Decisions; New Guidance Letters; Enforcement News; and Regulatory Watch. - Excerpt from Major Publications and Decisions: Chain principle offer...more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

by Leonard Birmingham, Simon Hudd | Harney Westwood & Riegels on 5/13/2013

I OVERVIEW OF M&A ACTIVITY - Given the international financial climate, it is perhaps unsurprising that the past 12 months have seen unpredictable deal flows involving British Virgin Islands (‘BVI’) companies, with...more

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

by Matthew Anderson, Peter Franklyn, Peter Glossop, Michelle Lally, Shuli Rodal | Osler, Hoskin & Harcourt LLP on 5/2/2013

On April 29, 2013, the Federal Government introduced its 2013 budget implementation bill, Bill C-60,1 which would also implement announcements made by the Federal Government on December 7, 2012 concerning investments by...more

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

by Thomas Fox on 5/2/2013

This past week, my second book, “Best Practices Under the FCPA and Bribery Act” was released. Over the past few years I have tried to provide the compliance practitioner with solid information that can be used to implement,...more

"The Resurgence of Japanese Outbound M&A"

by Kenton King, Michael Mies, Hiroshi Sarumida | Skadden, Arps, Slate, Meagher & Flom LLP on 4/30/2013

The Nikkei has skyrocketed more than 50 percent over the last six months. Goldman Sachs has issued a report predicting a further 20 percent gain in the index before year-end. Japanese companies were the third-most active...more

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

by Thomas Fox on 4/25/2013

In the two most recent corporate Foreign Corrupt Practices Act (FCPA) enforcement actions, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) to communicate not only what they believe constitutes a...more

Offshore Litigation Tools for Local Disputes

by Ian Mann | Harney Westwood & Riegels on 4/19/2013

British Virgin Island (“BVI”) and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals. This article explores the key tools available to members of BVI...more

Division of Corporation Finance Posts Slides Discussing Common Financial Reporting Issues for Smaller Companies

by Carrie Eisnaugle | Holland & Knight LLP on 4/5/2013

The Division of Corporation Finance (the "division") of the United States Securities and Exchange Commission (SEC) recently posted slides from an annual presentation at the Forum on Auditing in the Small Business Environment....more

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

by Bloomberg Law on 4/4/2013

April 4 (Bloomberg Law) -- Despite the number of global mergers-and-acquisition deals being down year over year for the first quarter, Sullivan & Cromwell expects deal work to increase this year because the phone is ringing...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Restatements Resurrected?: Accounting Fraud By The Numbers

by Stephen M. Juris | Morvillo Abramowitz Grand Iason & Anello P.C.... on 3/28/2013

Several months ago, I raised the question of why the large-scale accounting fraud cases of the type that had been so prevalent in the early 2000s were no longer a staple for either federal prosecutors or the SEC. In so doing,...more

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

by Bloomberg Law on 3/20/2013

March 20 (Bloomberg Law) -- Although Eastman Kodak Co. stock shot up like a rocket in a week's time, investors might not have the same profitable outcome like owners of American Airlines shares, as Bloomberg Law's Lee Pacchia...more

Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing [Video]

by Bloomberg Law on 3/13/2013

March 13 (Bloomberg Law) -- Someone who bought stock in American Airlines last year already made a killing. Stock that could have been bought in November for less than 40 cents a share is now trading above $4, for...more

Are You Using Your Holding Company?

by Hugh B. Wellons | Spilman Thomas & Battle, PLLC on 3/12/2013

Many banks formed holding companies in the late 1980s and 1990s. They had various reasons for doing this. Some formed a holding company to hold subsidiaries providing nonbank activities. Some used the holding company to...more

In re Diamond Foods, Inc. Derivative Litig., C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013)

by Potter Anderson & Corroon LLP on 3/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss the plaintiffs’ breach of fiduciary duty claims. Defendant Diamond Foods, Inc. (“Diamond”) was planning a December 2011 merger...more

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

by John Leary, Virginia Tam, Vivian Tsoi, Alex Zhang | White & Case LLP on 3/6/2013

On November 21, 2012, China’s State Administration of Foreign Exchange (“SAFE”) released a new circular, “Circular on Further Improvement and Amendment of Foreign Exchange Control Policies on Direct Investment ([2012] No....more

Growth Equity: Who is in Control?

by Matthew Stewart | Fenwick & West LLP on 2/25/2013

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

Holdback Escrows in M&A Transactions

by Mark Cassanego | Carr, McClellan, Ingersoll, Thompson & Horn -... on 2/21/2013

A Merger and Acquisitions (“M&A”) holdback escrow, where a portion of the purchase price of an acquisition is placed in a third party escrow account to serve as security for the buyer, is a common element in structuring...more

Silicon Valley Venture Capital Survey - Fourth Quarter 2012

by Barry J. Kramer, Michael J. Patrick | Fenwick & West LLP on 2/20/2013

Background- We analyzed the terms of venture financings for 116 companies headquartered in Silicon Valley that reported raising money in the fourth quarter of 2012....more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

Aquila: M&A Looking Up in 2013; "The Negatives Are Built In" [Video]

by Bloomberg Law on 2/15/2013

15 Feb. (Bloomberg Law) -- Frank Aquila, partner at Sullivan & Cromwell, talks with Bloomberg Law's Lee Pacchia about the prospects for mergers and acquisitions activity in 2013. Aquila notes that while 2012 was something of...more

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Finance & Banking › Mergers & Acquisitions › Securities Law

The Panel takes AIM

"Extension of UK Takeover Code Jurisdiction"

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

New Bill Heightens Potential For More Investment Canada Reviews Of SOE Acquisitions

Hong Kong Capital Markets Quarterly News -- April 2013

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

"The Resurgence of Japanese Outbound M&A"

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

Offshore Litigation Tools for Local Disputes

Division of Corporation Finance Posts Slides Discussing Common Financial Reporting Issues for Smaller Companies

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

Restatements Resurrected?: Accounting Fraud By The Numbers

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing [Video]

Are You Using Your Holding Company?

In re Diamond Foods, Inc. Derivative Litig., C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013)

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

Growth Equity: Who is in Control?

Holdback Escrows in M&A Transactions

Silicon Valley Venture Capital Survey - Fourth Quarter 2012

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

Aquila: M&A Looking Up in 2013; "The Negatives Are Built In" [Video]

Release of new book on the 'Best Practices Under the FCPA and Bribery Act" [Video]

Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA [Video]

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing [Video]

Aquila: M&A Looking Up in 2013; "The Negatives Are Built In" [Video]

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