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Private equity transactions in the UK: the essential differences from the US market

A US private equity fund seeking to acquire a target in the UK will soon notice a number of differences from the US market. It is important to be aware of these differences if you are competing against UK private equity...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

Speakers Highlight Cleveland’s Rust Belt Resurgence, M&A and Global Growth

Cleveland has taken center stage recently due to its resurgence and growth potential. We asked local experts to join us at our annual Executive Focal Point seminar to discuss the local, national and global landscape and what...more

UAE Corporate Law Reform

The UAE has recently passed a new commercial companies law and approved some key changes to its public takeover regime. 1. New UAE Commercial Companies Law UAE Federal Law No. (2) of 2015 Concerning Commercial...more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Soaring Chinese investment in the UK - but when will the North get its share?

Chinese companies are growing in the UK at an unprecedented rate, adding a significant contribution to the UK economy through growth and employment. Research by the China Daily into UK businesses with Chinese parent...more

The New UAE Commercial Companies Law

The UAE has introduced a new Commercial Companies Law (UAE Federal Law No. 2 of 2015) (the New CCL), which replaces the previous Commercial Companies Law (UAE Federal Law No. 8 of 1984, as amended) (the previous CCL). The New...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

Alert: Scope of EU Merger Control Reforms in Doubt

Recent comments by the European Commissioner for Competition, Margrethe Vestager, indicate that European Commission staff still have some persuading to do over their proposal to extend the scope of European merger control to...more

The European Commission’s Enforcement Priorities and the Debate on the Reform of the EU Merger Control Regulation

EU merger control celebrates its 25th anniversary this year. On 13 March 2015, the EU Commissioner for Competition Margrethe Vestager gave a speech on merger reform and market definition noting that, although there is no room...more

CFIUS Releases Annual Report to Congress

The Committee on Foreign Investment in the United States (CFIUS) was established decades ago to identify and recommend responses to threats to US national security posed by acquisitions by non-US entities of controlling...more

Goodyear FCPA Settlement Highlights Importance of Thorough Pre-Acquisition Due Diligence

On February 24 the SEC charged Ohio-based Goodyear Tire and Rubber Company with violating the books and records provisions of the Foreign Corrupt Practices Act (FCPA). Goodyear agreed to  pay $16.2 million to settle the...more

Goodyear Settles SEC FCPA Charges

Goodyear Tire and Rubber Company settled FCPA books and records and internal control charges with the SEC. The settlement reflects the extensive cooperation and remedial efforts of the company. In the Matter of Goodyear Tire...more

More Tough Talk on Cracking Down on Offshore Activity

In what is becoming a popular refrain, we are continuing to hear tough talk by government officials on cracking down on offshore activity. The most recent target is once again corporate inversions. ...more

U.S. Treasury Department Takes Action to Slow (But Not Stop) Corporate Inversions: A Summary for Executives

What is an inversion? An inversion is a transaction that results in an existing U.S. company becoming a foreign company or becoming a subsidiary of a foreign parent. Historically, inversions involved U.S. companies...more

Corporate and Financial Weekly Digest - Volume IX, Issue 38

In this issue: - SEC Releases Strategic Plan for 2014–2018 - House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act” - FINRA Board Approves Several Rulemaking Items...more

Acquisitive Reorganization Under Section 367(b)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Fiduciary Out [Video]

Latham & Watkins partner Harald Selzner explains the M&A term Fiduciary Out, a provision in an acquisition agreement that allows the board of directors to terminate the agreement if a “better” deal arises with another party....more

FCPA Compliance and Ethics Report-Episode 68-Neil Swidey, author of Trapped Under the Sea [Video]

In this episode of the FCPA Compliance and Ethics Report, I visit with Neil Swidey, author of Trapped Under the Sea. Neil connects Safety, Management and compliance in talking about his compelling new book. ...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is No Poach [Video]

Latham & Watkins partner José Luis Blanco explains the M&A term No Poach, which refers to an agreement not to poach or hire a company’s employees. For additional definitions of the legal and business terms often encountered...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine [Video]

Latham & Watkins partner Michele Johnson explains the M&A term Go Shop, a term used to describe both a standard of judicial review and a required determination by the Board of Directors of the target company. For additional...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out [Video]

Latham & Watkins partner Olivier du Mottay explains the M&A term Squeeze Out, the right of the bidder in a public to private/takeover to require minority shareholders to sell their shares to the bidder once it has reached a...more

A Conversation with David Heller on Asia Restructurings [Video]

Latham & Watkins co-hosted a senior level industry summit with ASIFMA in Hong Kong entitled "Maximizing Outcomes in Upcoming Restructurings." Latham & Watkins' partner David Heller shares insights from the summit....more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Take Private [Video]

Latham & Watkins partner David Allinson explains the M&A term Take Private, a term for the process by which a third party buyer obtains ownership of 100 percent of a previously public company. For additional definitions of...more

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