Corporate Communicator - Fall 2011


Many public and larger private companies have complex organizational structures involving multiple levels of subsidiaries, affiliates and brothersister entities. Oftentimes these entities take different legal forms (e.g., corporations, partnerships, limited liability companies) and may involve foreign entities. Companies often wish to restructure or consolidate these entities. There can be many different reasons for doing so, including mergers and acquisitions, strategic reasons, tax planning, capital events (e.g., secured lending facilities) or because the organizational structure has grown too complex or has become unwieldy. In this issue, we provide an overview on the key steps, documents and pitfalls that should be considered when engaging in a restructuring or consolidation of a complex subsidiary structure.

This edition also includes short articles summarizing recent amendments to the Hart-Scott-Rodino Act and recent changes relating to the removal of rating requirements for the use of SEC Form S-3.

Articles in this Edition:

- Subsidiary Restructurings By Melissa G. Sallee and Bianca Stoll

It is good corporate practice for a company to occasionally evaluate its organizational structure to determine if its structure is efficient and cost effective. A company may determine that a subsidiary restructuring would be beneficial to its company. A subsidiary restructuring may be accomplished through many different means such as (i) merging subsidiaries into other existing subsidiaries of the company, (ii) converting corporations into other forms of organization, such as limited liability companies, or vice versa and (iii) forming new subsidiaries of the company and/or its subsidiaries....

- 2011 Amendments to HSR By Cheryl A. Ikegami

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), requires preclearance by the Federal Trade Commission (FTC) and Department of Justice (DOJ and together with the FTC, (the Agencies)) of certain large mergers and other stock and asset acquisitions. If certain conditions are satisfied with respect to the size of the transaction and the parties and no exemption is available, the parties must make a filing with the Agencies on a specified form (the notification form) and observe a waiting period before they can consummate the transaction. This allows the Agencies to evaluate the antitrust implications of the transaction and act to prevent the closing of a transaction they find troublesome before it is consummated...

- Removal of Rating Requirement for Use of Form S-3 By Cheryl A. Ikegami

On July 27, 2011, the Securities and Exchange Commission (SEC) adopted certain amendments required by Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act to remove references to credit ratings in rules and forms promulgated under the Securities Act of 1933, as amended (the Securities Act) and the Securities Exchange Act of 1934, as amended (the Exchange Act). One of the more important of the amendments relates to the use of Form S-3. The amendments became effective on September 2, 2011.

Please see full newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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