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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

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

Latham & Watkins partner Zachary Judd explains the M&A term Distressed Sale, a term for a transaction in which the target company is in or near the zone of insolvency. For additional definitions of the legal and business...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Locked Box [Video]

Latham & Watkins partner Thomas Forschbach explains the M&A term Locked Box, a completion mechanism whereby the amount payable by the buyer is calculated off a historical balance sheet of the target company. For additional...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Club Deal [Video]

Latham & Watkins partner Jennifer Perkins explains the M&A term Club Deal, which refers to a leveraged buyout transaction where multiple sponsors join together in order to buy a target. For additional definitions of the legal...more

New Video Series with the ACC Provides Peer-To-Peer Ethics & Compliance Training for Senior Executives [Video]

Ethics and compliance training programs are typically designed for employees, and often do not address the issues and the specific responsibilities that high-level executives face daily. These leaders can pose the highest...more

M&A Update: Treasury Department Proposes To Expand Anti-Inversion Rules

The Treasury Department, in its Fiscal Year 2015 Revenue Proposals (the “Green Book”), has proposed to significantly tighten Section 7874 of the Internal Revenue Code, effective January 1, 2015, reducing the ability of a U.S....more

Shifting Sands In Canadian Anti-Bribery And Trade Control Laws Raise The Stakes In M&A Due Diligence

Recent developments in Canadian anti-corruption, economic sanctions, and export control laws are having a significant impact on the due diligence that should be conducted on potential targets in the context of mergers and...more

China’s Simplified Merger Review Program May Significantly Reduce Wait Times For Certain Global Transactions

MOFCOM announces simplified merger-review program that could accelerate antitrust clearance from Chinese authorities for many transactions. MOFCOM estimates as many as 60% of notified transactions will qualify and receive...more

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

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

Latham & Watkins partner David Walker explains the M&A term best efforts, a common provision in an acquisition agreement that describes how hard a party needs to work to make good on its commitments. For additional...more

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

Latham & Watkins partner Diana Doyle explains the M&A term inversion, an acquisition transaction in which a target corporation from one jurisdiction (e.g., US) is acquired by a corporation from another jurisdiction. For...more

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