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The EU General Court Gets a Rap on Its Knuckles

In Groupement des cartes bancaires, the EU Court of Justice severely reprimanded the General Court for its failure to properly analyze a restriction of competition ‘by object’ within the meaning of Article 101(1) TFEU....more

Amendments to Financial Responsibility Rules for Broker-Dealers Impact Net Capital

On July 31, 2013, the Securities and Exchange Commission (SEC) announced amendments to Financial Responsibility Rules for Broker-Dealers (Release No. 34-70072; File No. S7-08-07). The rule amendments become effective October...more

FTC Raises Hart­-Scott­-Rodino Thresholds

Transactions closing as of February 11 will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 10, the Federal Trade Commission (FTC) announced that it will raise the Hart-Scott-Rodino...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

Hidden Due Diligence Risk In Mergers, Acquisitions And Investments: Independent Contractor Misclassification Oftentimes Overlooked...

Many due diligence reviews in mergers, acquisitions and investments have ignored the issue of independent contractor (IC) misclassification liability. This is a difficult exposure to identify unless the legal team digs below...more

CFIUS Annual Report Shows Increase in Notified Transactions in 2011

The Committee on Foreign Investment in the United States (CFIUS) recently released the unclassified version of its annual report to Congress for transactions notified to CFIUS during the calendar year 2011. Most notably, the...more

Rogers Towers: Fair Debt Collection Practices Act (FDCPA): Applicable to Institutions that Acquire Loans from the FDIC?

In the wake of bank failures, some institutions have acquired failed bank assets, including loans, from the Federal Deposit Insurance Corporation. Such institutions should exercise caution when collecting on consumer loans...more

Development and Opportunities in the Turkish Market - December 2012

The Turkish government’s agenda for development is one of the most ambitious in the world. Combined with investor friendly changes in the market, including a new investment incentive regime and new regulation enhancing...more

Focus on Foreign Investment: Canada Gives Green Light to CNOOC and Petronas Deals, But Red Light to Future SOE Takeovers in Oil...

On Friday, December 7th, the Canadian Government approved two controversial takeovers of Canadian companies under the Investment Canada Act, Canada’s foreign investment review legislation: the acquisition of oil and gas...more

Canadian Government Adjusts Rules for Foreign Investment

On December 7, 2012, the Canadian Minister of Industry announced decisions under the Investment Canada Act (ICA) to allow acquisitions by two foreign state-owned enterprises (SOEs): of Nexen Inc. by China National Offshore...more

China: Branching Out - November 2012

China is experiencing an upsurge in outbound investment activity as growing domestic needs coincide with weakened and more accommodating M&A markets in Europe and the US. Changing government policy is enabling domestic...more

M&A Leaders Survey -- October 2012

Concern over sluggish economic growth in the United States has tech dealmakers feeling less optimistic about the M&A market today than they were six months ago, according to a key finding from the latest M&A Leaders Survey...more

FCPA Compliance: A Seat at Every Merger & Acquisition Table

FCPA compliance has become the lifeblood of business. Whether a company is seeking to acquire another company, or a company needs a loan from a bank, FCPA compliance is required. Companies understand this fact and have...more

PETRONAS Decision Signals Feds' Caution on SOE Investment Reviews

On October 19, 2012, minutes prior to the expiry of the review period mandated by the Investment Canada Act (ICA), the Minister of Industry, Christian Paradis, announced that he was rejecting the proposed acquisition of...more

Government Rejects Petronas-Progress Transaction: Is Rejection the New Reality for Foreign Investors?

At three minutes to midnight on Friday, October 19, 2012, Industry Minister Christian Paradis advised Malaysian state-owned PETRONAS that it had not demonstrated that its proposed acquisition of Calgary-based Progress Energy...more

More SEC Guidance on Title I of the JOBS Act

The Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) recently updated its Frequently Asked Questions on Title I of the Jumpstart Our Business Startups Act (“JOBS Act”) to...more

CFIUS Sued by Chinese Investors

The Committee on Foreign Investment in the United States (CFIUS) has been sued. CFIUS is the U.S. government inter-agency committee that reviews foreign investment in the United States. ...more

Minnesota Takeover Law, the Business Combination Statute, Going Private Transactions and Best Buy

For those of you following the Best Buy (NYSE:BBY) transaction, here is a link to our analysis (see alert) of Minnesota laws which govern takeovers, including going private transactions. ...more

State and Local Tax Implications of Reorganizing Business Enterprises

Originally published in State Tax Notes, July 23, 2012. This is the first installment in a series that will examine state and local tax (SALT) questions implicated by the purchase, sale, and reorganization of business...more

FDIC Announces Nashville, TN and Dallas, TX Asset Purchaser/Investor Outreach Workshops

On July 23, the Federal Deposit Insurance Corporation (FDIC) announced a series of outreach workshops to provide information on how to become an FDIC Investor and/or Asset Purchaser. The FDIC has assets from failed banks...more

The Takeover Panel: Further Proposed Changes to the UK Takeover Code

The Panel on Takeovers and Mergers (the Panel) published three public consultation papers on 5 July 2012, inviting comments on proposed amendments to the UK Takeover Code (the Code). The three consultation papers propose...more

Federal Reserve Board Initiates Acquisition Guidance Program

On July 12, the Federal Reserve Board issued supervisory guidance outlining a new optional process for a supervised institution to request feedback on a potential bank and nonbank acquisition or other transactional proposal...more

U.S. Federal Reserve Issues Guidance on Pre-Filing Review for Bank Acquisitions and Other Proposals

The Board of Governors of the Federal Reserve System (Federal Reserve) on July 12, 2012 issued supervisory guidance, effective immediately, to enable applicants to obtain a pre-filing review of a potential bank acquisition or...more

Pension Plan Mergers and Asset Transfers: The Rules are Changing

Two years ago Ontario pension legislation was changed to provide for new rules that will make asset transfers and the merger of two or more pension plans much simpler. These are welcome changes since it has been expensive,...more

Fed Guidance on Bank Acquisition Requests

On July 12, the Fed issued supervisory guidance describing an optional process for an applicant to request a response on a potential bank acquisition or other proposal before the submission of a formal application or notice. ...more

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