News & Analysis as of

Due Diligence

In Case You Missed It: Launch Links - June, 2017 #3

by WilmerHale on

Some interesting links we found across the web this week: How to Bypass Bureaucracy When Scaling Your Startup - Keeping that startup-feel alive beyond the growth stage can be difficult. ...more

‘Trust Me, You'll Love It': Caveat Emptor in Real Estate Transactions

by Faegre Baker Daniels on

Many people are familiar with the phrase “buyer beware,” or its Latin version, “caveat emptor.” In the sale of real estate, caveat emptor means that (absent contract language or terms to the contrary) a buyer purchases the...more

Gas Company Receives First Declination of 2017 Under FCPA Pilot Program

by Holland & Knight LLP on

The U.S. Department of Justice (DOJ) on June 16, 2017, announced its first declination of 2017 and the closing of its investigation of Linde North America Inc. and Linde Gas North America LLC (collectively, Linde) concerning...more

Anti-Corruption Diligence in the M&A Context

A successful merger or acquisition requires careful consideration of many components and diligence in a number of specialties. Corruption issues, generally, and the global reach of the Foreign Corrupt Practices Act and the...more

Insider Trading Is Like A Dog Named “Stay”

by Allen Matkins on

Insider trading cases remind me of the following joke attributed to stand-up comic Steven Wright...more

Court Opinion on Liability for Re-Exports to Iran Spurs Practical Guidance for U.S. Exporters

by Perkins Coie on

A recent federal appeals court decision addresses a familiar issue for many companies: When can a U.S. exporter be liable for a product that is re-exported to a sanctioned country, such as Iran? This update summarizes the...more

Everything Compliance-Episode 12

by Thomas Fox on

Show Notes for Episode 12, the Summer Haze Edition The dog days of summer are on the horizon and the Houston Astros lead the major leagues in winning percentage. Coincidence that the US pulls out of the Paris Climate Accords...more

The New Conflict Mineral Regulation Will Apply from January 2021

by K&L Gates LLP on

The new EU rules on conflict minerals impose strict due diligence requirements on EU importers of gold, tin, tungsten and tantalum. On 19 May 2017 Regulation 2017/821, which sets out supply chain due diligence obligations for...more

Key Considerations for Middle East Entities Looking to Invest in US Technology Companies

by Latham & Watkins LLP on

Four of Latham & Watkins’ leading emerging company partners in Silicon Valley, Luke Bergstrom, Tad Freese, Jim Morrone and JD Marple, recently hosted a webinar titled “Achieving Successful Outcomes as a Non-US Company...more

Preparing for Your Cross-Border Deal: Practice Tips for In-House Counsel

by WilmerHale on

Your CEO just announced that the company wants to acquire a business with global operations. As in-house counsel, you will play a key role in this transaction by ensuring the deal runs smoothly. It’s a tremendous growth...more

Due Diligence: Calculating the Regulatory Review Period for Patent Term Extension

by Pepper Hamilton LLP on

This is the fourth article in our five-part series on PTE. When applying for a patent term extension (PTE), due diligence matters. If an applicant did not act with due diligence during the testing phase or the approval...more

E-commerce businesses: Valuation beyond the horizon

by Dentons on

E-commerce today has been defined as the buying and selling or provision of goods and services, or the transmitting of funds or data, over an electronic network. This article attempts to highlight the justification for the...more

Health care M&A

by Ropes & Gray LLP on

John Chesley, Ropes & Gray health care partner, discusses M&A deal-making in the industry and the impact of value-based payment models. He also outlines a new Bloomberg BNA portfolio on M&A transactions that he co-authored....more

The SFC’s Guidance on Corporate Transactions and the Use of Valuations

by Latham & Watkins LLP on

The SFC has become increasingly concerned that some listed companies are acquiring or selling assets at improperly assessed prices, resulting in losses to listed companies and their shareholders. Summary - The...more

Artificial Intelligence – Why it matters now

by Hogan Lovells on

Hogan Lovells partner Richard Diffenthal talks to Azeem Azhar, curator of The Exponential View, about the current status and implications of Artificial Intelligence (AI) and machine learning tools. They touch on numerous...more

So You Just Invented the Best Product the World Has Ever Known

by Miller & Martin PLLC on

You spent all this time creating the perfect product and, in order to make your startup viable, you need to get the product to market. But what have you done to protect this lifeline of your new business?...more

Security Due Diligence In A Merger Or Acquisition: A How-To Guide

by Bryan Cave on

The FTC can hold an acquirer responsible for the bad data security practices of a company that it acquires. Evaluating a potential target’s data security practices, however, can be daunting and complicated by the fact that...more

Privacy Due Diligence In A Merger Or Acquisition: A How-To Guide

by Bryan Cave on

The FTC can hold an acquirer responsible for the bad data privacy practices of a company that it acquires. Evaluating a target’s data privacy practices, however, can be daunting and complicated by the fact that many “data”...more

Changes to Corporate Criminality Offences in the UK Cause Corporate Dealmakers to Review Acquisitions

by Latham & Watkins LLP on

Proposed changes to corporate criminal offending should cause corporate dealmakers to review the scope of acquisition diligence, particularly in light of the UK Serious Fraud Office’s (SFO’s) increasing use of deferred...more

The Lawyers' Lawyer Newsletter - Recent Developments in Risk Management - May 2017

by Hinshaw & Culbertson LLP on

Fee Splitting – Enforcement of Undisclosed Agreements – Need for Specificity - Marin v. Constitution Realty, LLC, 2017 N.Y. Slip. Op. 01019, 2017 WL 521504 - Risk Management Issue: Is an attorney fee-splitting agreement...more

Foley Hoag Releases Summary Report on Good Practices for Oil Pipelines, as Commissioned by the Dakota Access Consortium of Lenders

On May 9, we released a public summary of our report “Good Practice for Managing the Social Impacts of Oil Pipelines in the United States.” The independent report was prepared by Amy Lehr, Cicely Parseghian, and Gare...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

by Bennett Jones LLP on

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

AGG Takeaways from 2017 AHLA Health Care Transactions Conference

The annual AHLA Health Care Transactions Conference provides valuable insights into transaction strategies, commercial developments, and legal issues affecting contemporary health care transactions, as well as unique...more

Top 10 Issues for Employers, Issue #8: Employment Considerations in Business Transactions

This is the eighth instalment in our Top 10 Issues for Employers series, focusing on employment considerations in business transactions. Specifically, this instalment discusses key employment and labour issues that a...more

Conflict Minerals Disclosure New SEC Guidance

by BakerHostetler on

On April 7, 2017, the Securities and Exchange Commission ("SEC") Division of Corporate Finance (the "Division") indicated that it will not recommend enforcement of the conflict minerals source and chain of custody due...more

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