Mergers & Acquisitions Finance & Banking

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Private Equity Newsletter - Summer 2015 Edition: Recent Developments in Acquisition Finance

As we discussed in a prior newsletter, the evolving landscape for regulated financiers under the Leveraged Lending Guidance1 promulgated by the Federal Reserve Board, FDIC and OCC has increased uncertainty for regulated...more

FCPA Compliance and Ethics Report-Episode 174-Matt Kelly on Dodd-Frank, Uber and Upcoming Compliance Week events [Video]

In this episode I visit with Compliance Week Editor Matt Kelly on how Dodd-Frank is working and affecting financial services, Uber and the recent ruling from the California Labor Board finding one Uber driver an employee and...more

FCPA Compliance and Ethics Report-Episode 173-Adam Turteltaub on upcoming SCCE events [Video]

In this episode, I visit with Adam Turteltaub from the SCCE. He discusses some upcoming SCCE academies and other events, including the 2015 Compliance and Ethics Institute, which will be held from Oct. 4-7 in Las Vegas. Adam...more

Guide to Doing Business in New Zealand: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in New Zealand are discussed below. REGULATORY SCHEME - The Companies Act principally regulates companies. The Companies Act, together...more

How New Rail Regulations May Spur Midstream M&A

Over the past several months we’ve seen a rise in mergers and acquisitions among midstream energy firms. A variety of factors will likely push more firms to consider M&A, but one factor stands out: new regulations surrounding...more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more

"Despite Decline in IPO Activity, US Capital Markets Remain Strong in 2015"

Although the number of U.S. IPOs in 2015 is down compared to this time last year, the U.S. equity and debt markets continue to remain strong. The number of follow-on equity offerings is up 41 percent from last year, with a...more

FCPA Compliance and Ethics Report-Episode 172-Scott Killingsworth on Personal Liability of CCOs [Video]

In this episode I visit with Scott Killingsworth on the recent SEC enforcement action in the SFX matter. In that case, the SEC held the CCO personally liability. We discuss the underlying facts, prior SEC pronouncements the...more

Will Increased Consolidation in the Insurance Industry Yield Opportunities or Challenges for Investors?

A recent flurry of activity in the health insurance industry would seem to indicate that investors can expect significant consolidation in the managed care sector....more

Dodd-Frank Overkill—Community Bank M&A Deals Must Not Pose a Risk to U.S. Financial Stability

Why it matters - With their recent approvals of BB&T’s acquisition of a $2 billion community bank, the Federal Reserve Board of Governors (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) were...more

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

PCAOB Launches Audit Committee “Dialogue”

As part of its audit committee outreach efforts, the Public Company Accounting Oversight Board has established a webpage called "Audit Committee Dialogue" focusing on recurrent areas of concern identified by the PCAOB over...more

Preparing a Company to Deal With Activist Investors [Video]

It does not matter whether a company is approached by a single activist investor or a group of activist hedge funds, a company and its board should have a strategy prepared. In this video, Foley Partner Deepak Nanda discusses...more

FCPA Compliance and Ethics Report-Episode 170-Yas Froemel and Facilitation Payments [Video]

In this episode I visit with Yas Froemel, a PhD student in Germany who has developed and academic interest in facilitation payments. We discuss her work, the Anti-Corruption Forum which she founded and her upcoming conference...more

Before Rapunzel There Was Rudabeh

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

BE-10 Filings For Foreign Subsidiaries: the Countdown is On

The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more

SEC Continues Crackdown on Unregistered Broker-Dealers

A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more

Small 401(k) Plans Have More Problems Than Larger Ones

Bigger does not mean better, that’s what mom and pop stores say all the time. Sometimes they are right, sometimes they are wrong. When it comes to 401(k) plans, most people would assume that larger 401(k) plans would have...more

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

Facing Merger Challenges. In 5, 4, 3, 2, 1……

A few weeks ago, a writer for a banking magazine asked my top five challenges to a successful bank merger. That is a loaded question! The challenges to complete a merger agreement, the challenges to close the merger, and the...more

FCPA Compliance and Ethics Report-Episode 167-Mara Senn on the Top 10 Practices in a Cross-Border Investigation [Video]

In this episode I visit with noted white collar practitioner Mara Senn who discusses her top 10 best practices when conducting cross-border investigations. ...more

Familiar Features in Pennsylvania’s New Entity Transactions Landscape

Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more

Whom the Gods Would Destroy, They First Make Meet A Higher Regulatory Capital Burden

Or perhaps Prometheus had it right in its original form. “Whom the Gods would destroy they first make mad.” Look at what we are doing to construction lending in the name of our seemingly endless safety and soundness...more

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

FCPA Compliance and Ethics Report-Episode 166-Sepp Blatter Resigns [Video]

In this episode I visit with Mike Brown, Managing Director at Infortal and Jay Rosen, VP Translations at Merrill Brink about the resignation of Sepp Blatter from FIFA....more

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