Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Consultant: BigLaw Growth is NOT Dead!
Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing
Heinz's Lawyer: Inside the Berkshire/3G Deal
Virgin Media's Lawyer on Liberty Global Deal
Aquila: M&A Looking Up in 2013; "The Negatives Are Built In"
Next Step in Airline M&A: Cross-Border Deals
More Law Firm Mergers in 2013
LPOs Stealing Deal Work from Law Firms
Transaction Monitoring Under the FCPA
Corporate Law Report: U.S. Manufacturing, Social Media, Online Endorsements, Hart Scott Rodino, More
Law Firm Bankruptcies Present Lessons for Distressed Businesses with Human Capital
When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more
The Internal Revenue Service recently adopted long-awaited regulations intended to provide a new means of minimizing taxes in M&A transactions. The newly adopted regulations take effect on May 15, 2013, under Section 336(e)...more
A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more
Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more
In This Issue:
- ILPA Guidelines Have Noticeable Impact
- Extracting Tax Value in Debt Refinancings and Modifications
- Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698
One of the most difficult issues facing the owner of any successful business is how the business, or the personal wealth that it represents, can be preserved for the benefit of his or her family after death. While it is...more
Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013.
When the seller of a business or the assets of a business is negotiating the scope...more
Tomorrow morning (November 20, 2012), the Federal Court of Appeal is scheduled to hear an appeal by Morguard Corporation (“Morguard”, formerly operating as Acktion Corporation), regarding the taxation of a “break fee”...more
On Wednesday, October 24, 2012 the Canadian Federal Department of Finance tabled in the House of Commons a large detailed Notice of Ways and Means Motion (“NWMM”) to amend the Income Tax Act (Canada) and a variety of other...more
The Income Tax Act (the “Act”) contains rules that limit the ability of corporations to utilize losses and other tax attributes following an acquisition of control. Subsection 256(7) of the Act provides rules for determining...more
In This Issue:
State Tax Issues in Mergers, Acquisitions and Restructurings: Food for Thought; Upcoming 2012-2013 Speaking Engagements; The Due Process Clause as a Bar to State Tax Nexus; Paul H. Frankel, Craig B. Fields...more
Residential rental projects financed with “9%” low income housing tax credits in the late 1990’s or early 2000’s offer, or will soon offer, special opportunities for acquisition/rehabilitation financing with tax exempt bonds...more
This document highlights basic characteristics of advance dividend payment in non-publicly traded companies under the Turkish Commercial Code....more
This note aims to compare basic characteristics of limited liability partnerships and joint stock companies in accordance with the provisions of the Turkish Commercial Code and tax legislation....more
This note aims to outline new framework brought by the Turkish Commercial Code No 6102 on share transfers in limited liability partnerships....more
In this issue:
- A Tale of Two Middle Markets
- After Nearly Ten Years Under Review, CBP Revises Its Policy to Allow Post-Import Pricing Adjustments for Related Party Goods
- Consummated Mergers: It Ain’t Over...more
When negotiating the sale of a business, tax considerations typically drive the structure of the sale. After taxes, however, liability issues are one of the most significant factors in how a deal is structured. From a...more
The mining code of the Democratic Republic of Congo [DRC] provides for a possibility of leasing and assigning mining and quarry rights. Since mining and quarry rights, as expressed in mining and quarry permits, are real and...more
On April 13, 2012, Treasury and the Internal Revenue Service (the IRS) issued proposed regulations that aim to clarify the rule of Treas. Reg. § 1.312-11(a), which concerns the allocation of earnings and profits in tax-free...more
In This Issue:
- 10 Common Mistakes That Can Doom an Acquisition Buyer’s Prospective...Page 1
- Tax Law: Engaging Appraisers for Closely-Held Business Interests...Page 3
-Excerpt from 10 Common Mistakes That...more
In Morguard Corporation v. The Queen, 2012 TCC 55, Justice Boyle of the Tax Court of Canada considered whether a “break fee” received by a predecessor of the Appellant (for the purposes of this discussion, the “Appellant”) in...more
One of today’s most discussed political topics is the expected expiration of the Bush tax cuts after December 31, 2012. If Congress doesn’t act, among other things, the individual U.S. federal income tax rate...more
With Tennessee personal property tax filings due in March, Tennessee taxpayers should take note of a recent administrative judge decision holding that intangible costs (such as freight, installation, engineering and...more
Table of Contents:
I. INTRODUCTION ... 1
II. ALTERNATIVE STRUCTURES FOR TRANSFERS OF BUSINESSES ...... 3
A. Common Threads; Alternatives ... 3
B. Mergers and Consolidations ... 4
C. Purchases of Shares... 5
Since LLP has been introduced in India, apart from incorporating a traditional Limited Liability Company, it has become an option for entrepreneurs, business owners and investors starting new ventures to start their business...more
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