Whenever a privately held business is among the assets in a dissolution proceeding, certain fundamental issues must be addressed in the context of determining the value of the business. If the business is relatively small in...more
A substantial majority of acquisitions involving private targets include uncapped post-closing purchase price adjustments, or "true ups," tied to the target's balance sheet. Since a target's value typically is assessed based...more
On April 18 the Federal Reserve Board (Board) proposed an annual assessment of bank holding companies and savings and loan holding companies with $50 billion or greater in total consolidated assets and for nonbank financial...more
A recent decision out of the Bankruptcy Court for the Northern District of New York has brought greater certainty to the interpretation of what qualifies as an “interest” when determining the scope of a Section 363(f) “free...more
On March 21, 2013, the Office of the Comptroller of the Currency (“OCC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the Federal Deposit Insurance Corporation (“FDIC”) (collectively, the...more
The German central bank, the Bundesbank, has launched an investigation into Deutsche Bank following claims that it lost billions on credit derivatives during the financial crisis. Investigators from the Bundesbank are...more
On March 22, 2013, U.S. regulators, consisting of the Office of the Controller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC...more
Recently, researchers from Princeton and the University of Michigan published a paper that examines the role played in the financial crisis by distorted beliefs about house prices, as opposed to the role of poorly designed...more
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
This Alert describes the recently issued guidance (the “Guidance”) from the U.S. banking agencies instructing regulated domestic and foreign banks, subsidiaries and affiliates on implementing an acceptable infrastructure to...more
When you start a business and want to attract your first round of financing, Convertible Debt is one product that can be offered to Investors. While some consider Convertible Debt a great alternative to selling equity,...more
On March 4, 2013, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert identifying “significant deficiencies” by registered investment advisers in compliance with Rule 206(4)-2 under the...more
On March 11, the SEC announced two matters of significant importance to the private equity industry and to private fund sponsors generally. Together, these cases demonstrate the SEC’s continued focus on the private equity...more
People with cell towers on their property are frequently contacted by companies offering to "buy-out" their cell tower lease. The resulting question we get is "What's my cell tower lease worth?" This post will attempt to...more
In a speech delivered at the Private Equity International Conference on January 23, 2013, in New York, Bruce Karpati, Chief of the U.S. Securities and Exchange Commission (SEC) Enforcement Division's Assets Management Unit,...more
The Securities and Exchange Commission (SEC) recently has set its sights on registered entities and their officers and directors for overvaluing the entities’ assets....more
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