Due Diligence

News & Analysis as of

Successful Appeal Against Dismissal Automatically Revives Employment Contract

In Salmon v Castlebeck Care (Teeside) Ltd & Anor UKEAT/0304/14, the Employment Appeal Tribunal (EAT) considered whether a successful appeal against a decision to dismiss needed to be communicated to the employee in order to...more

Inside M&A - Winter 2015

Recent U.S. Cases Highlight Liability Risks to Executives in Mining, Heavy Industrial Transactions - Historically, corporate executives rarely faced personal or criminal liability resulting from mining or environmental...more

FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras [Video]

In this episode, Compliance Week Editor-in-Chief Matt Kelly and I discuss the Avon and Alstom FCPA enforcement actions and then take a look at the ongoing Petrobras corruption scandal and what it means for Brazil. ...more

Language Solutions as Preventative Tool in Anti-Corruption Compliance

Ed. Note-I partnered with Merrill-Brink to write a White Paper on the use of local languages as a preventative tool in FCPA, UK Bribery Act and anti-corruption compliance. Today’s blog post is an excerpt from the full article...more

MacEwen: Law Firm M&A Demands 'Cultural Due Diligence'  [Video]

Jan. 14, 2015 (Mimesis Law) -- Bruce MacEwen, president at Adam Smith, Esq., talks with Lee Pacchia about the concept of 'cultural due diligence' in law firm mergers and acquisitions. According to Bruce, clients don't care...more

DOJ Guidance Underscores Importance of Anti-corruption Due Diligence in International M&A Transactions

FCPA Opinion Release provides insight into the jurisdictional reach of the FCPA and the level of due diligence the DOJ expects. On November 7, 2014, the US Department of Justice (DOJ) issued its second and final...more

Private Placement Due Diligence and Contingency Offerings Among FINRA’s 2015 Priorities

On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more

Choosing the Right Vendor Risk Management Software Solution

Traditionally, performing third party due diligence has been primarily a data gathering activity. Now, with access to abundant information sources, the activity—and the challenges—have evolved. How do you manage and...more

FINRA Regulatory and Examinations Priorities Letter

Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in...more

Illegal Premerger Coordination Leads to DOJ “Gun Jumping” Enforcement Action and $5 Million Settlement—Key Lessons Affecting...

On November 7, 2014, the Antitrust Division of the U.S. Department of Justice (“DOJ”) reached a $5 million settlement with Flakeboard America Limited (“Flakeboard”), its foreign parents, and SierraPine to settle allegations...more

Government Contracts Quarterly Update - January 2015

The Government Contracts Quarterly Update is published by BakerHostetler’s Government Contracts Practice team to inform our clients and friends of the latest developments in federal government contracting. Topics in...more

Business Litigation Alert: "Know the Terms of the Investment Deal Before You Sign"

Getting all the information upfront is critical - A recent article in The New York Times reveals a story that could happen to any business person. Chip Tate, the owner of the Balcones distillery, was experiencing...more

Delaware Chancery Court Declines to Dismiss Fraud Claims Against Private Equity Fund and Directors

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery denied the defendants’ motion to dismiss fraud-based claims made in connection with Great Hill’s acquisition of Plimus, a...more

Alstom Joins Santa’s Naughty List – In a Very Big Way

The North Pole for Foreign Corrupt Practices Act (FCPA) enforcement action announcements seems to have temporarily moved south for the month of December. Last week there was the final announcement of the long-standing Avon...more

Affordable Care Act Considerations in Mergers and Acquisitions

With the passage of the Patient Protection and Affordable Care Act (ACA) in 2010 and the potential imposition of significant penalties, companies that are involved in or are considering a merger or acquisition should be...more

Directors Need to Meet High Standard to Avoid Liability

The Tax Court of Canada again confirmed that directors of corporations will have a high burden to meet to establish a due diligence defence and avoid liability for unremitted source deductions....more

Do I need an attorney if I am buying or selling a business? [Video]

Phoenix business law firm Jaburg Wilk Shareholder Neal Bookspan discusses if an attorney is needed if you are buying or selling a business. For more information visit www.jaburgwilk.com...more

December 2014: Bankruptcy and Restructuring Update

Bankruptcy Code Section 502(d): Getting Back to Basics. Traders in distressed debt face a myriad of questions and issues when acquiring claims against a company in distress. One common issue that traders should always ensure...more

Bobby Keys, the Rolling Stones and Establishing Trust

Bobby Keys died last week. What you probably did not know was that Keys was a Texan so we get to claim him. He was the saxophonist for the Rolling Stones and a number of other serious rockers. ...more

Building Your Third Party Due Diligence Checklist: The Right Pieces, Processes and Presumptions

A comprehensive approach to third party and vendor due diligence management is essential for any company conducting business globally. A strong due diligence program’s purpose is two-fold...more

DOJ Issues Opinion, Provides (Some) Comfort on Successor Liability

In a recent Opinion Procedure Release (OPR), Number 14-02, the U.S. Department of Justice expressly limited successor liability for a US company purchasing a non-US company that had paid bribes in the past. In so doing, DOJ...more

DOJ Releases Second FCPA Opinion of 2014

The U.S. Department of Justice recently publicized its second Foreign Corrupt Practices Act Opinion Procedure Release of 2014. In the Release, the DOJ reiterated that an acquiring company may not inherit FCPA liability when...more

Antitrust-Related Recent Developments: DOJ settles gun-jumping case, FTC issues fines for failure to submit HSR filing and FTC...

DOJ fines particleboard manufacturers $4.95 million for gun-jumping violations - On Friday, November 7, 2014, two companies agreed to pay $4.95 million to settle U.S. Department of Justice (DOJ) allegations that the...more

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

The Need to Vett Plan Providers

If I hire a bad contractor for my home or a bad accountant or bad attorney, it’s my cross to bear. Plan sponsors don’t have it that easy. If they choose a plan provider, they will be on the hook for liability because they are...more

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