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Due Diligence Shareholders

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

Proskauer - Employee Benefits & Executive...

A Pop Culture Guide to the Final Amendments to the QPAM Exemption Taking Effect on June 17, 2024

The DOL recently finalized amendments to the QPAM exemption that will considerably alter the exemption’s conditions effective as of June 17, 2024 (for a detailed summary of the changes, please see our post here). There are a...more

Mitratech Holdings, Inc

Reminders for Risk Teams in the Wake of the Tragic Baltimore Bridge Collapse

On Tuesday, March 26th, Baltimore’s Francis Scott Key Bridge collapsed after being hit by a container cargo ship, which had lost power shortly before impact and made a mayday call. Most importantly, the devastating loss of...more

K2 Integrity

Mitigating The Risks Of Introducing Name, Image, And Likeness Rights In College Athletics

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In the world of college athletics, the introduction of name, image, and likeness (NIL) rights on 1 July 2021 revolutionized the landscape for student-athletes, presenting new challenges and opportunities for student-athletes....more

Reveal

How to Conduct Compliance Risk Assessment Efficiently (+Compliance Risk Assessment Template)

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Is your business in compliance with every law, rule, and regulation that it should be? If you can’t confidently say yes, it’s time for a compliance risk assessment. And even if you could confidently say yes six months ago,...more

Paul Hastings LLP

The Evolving Role of Boards of Directors Regarding Business and Human Rights

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Three years ago, as part of the EU’s initiative on sustainable governance, the European Commission released a lengthy study on directors’ duties. The study affirmed what many already understood: corporate decision makers face...more

Paul Hastings LLP

Multi-Stakeholder Initiatives and Mandatory Due Diligence

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While it might seem counterintuitive, as business and human rights continues a sprint toward a mandatory paradigm, voluntary multi-stakeholder initiatives (“MSIs”) are perhaps more important than ever before. MSIs provide...more

Morrison & Foerster LLP

Speed is a Key Component of Successfully Executing a Stock-for-Stock Merger

The general notion among M&A practitioners is that time kills deals. That is even more the case in public deals and even more so in a stock-for-stock deal. To be sure, for each day the deal is not signed, the risk grows that...more

Mintz

Increase in Large and Small Shareholder Activists

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It has been reported that this year is seeing a significant increase in large and small shareholder activists communicating requests for change to many public companies. That makes it a good time for the public companies in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

White & Case LLP

"Taking the Keys": Six things to consider for credit investors contemplating share pledge enforcement

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Rises in energy costs, disruption to global supply chains, the situation in Ukraine, soaring inflation and higher interest rates are pushing several major European economies towards recession. Borrowers and issuers in the...more

Pillsbury Winthrop Shaw Pittman LLP

Investment Opportunities Abound in Japan’s M&A Market

The outlook for inbound mergers and acquisitions opportunities in Japan is bright with the yen at a 20-year low. The yen’s recent plunge to around 135 to the U.S. dollar has made Japanese assets approximately 20% cheaper...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Mintz - Securities Litigation Viewpoints

Court Issues Highly-Anticipated Decision Regarding the Treatment of SPAC Sponsors and Directors

In a long-anticipated decision, the Delaware Court of Chancery answered several pending questions regarding the treatment of special purpose acquisition company (“SPAC”) sponsors and directors under Delaware corporate law. In...more

White & Case LLP

Examining the ABC risks as the mining & metals sector gains critical momentum

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Key considerations around bribery and corruption risks, as the mining & metals sector is gaining critical momentum in the world's energy transition toward a low-carbon future. Mining & metals in a low-carbon world - The...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Enforcement Action Relating to Proposed De-SPAC Transaction

On July 13, 2021, the U.S. Securities and Exchange Commission (SEC) announced a settlement with special purpose acquisition company (SPAC) Stable Road Acquisition Corp. (SRAC), its CEO, its sponsor, SRC-NI, and SRAC's...more

Winstead PC

SEC Brings Significant SPAC Enforcement Action

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On July 13, the SEC announced charges against an array of participants in a de-SPAC transaction. Among those charged are the SPAC, the SPAC’s sponsor, the SPAC’s CEO, the merger target, and the merger target’s CEO. The...more

Pillsbury Winthrop Shaw Pittman LLP

New ESG Disclosure Guide for Leveraged Finance Transactions

The LMA and ELFA have jointly published guidance to provide clarity in the market regarding ESG disclosures. The publication of guidance reflects the growing interest in ESG factors and their importance in leveraged...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more

Bass, Berry & Sims PLC

Recent SEC Comment Letter Looks Under the Hood at SPAC Merger Diligence

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You have undoubtedly read about the continuing popularity of special purpose acquisition companies (SPACs). According to SPACInsider, year-to-date there have been 242 SPAC IPOs, with an average IPO size of $334.9 million....more

Perkins Coie

PIPE Transactions: Key Considerations for Issuers and Investors

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During uncertain times, public companies may find themselves in need of additional capital, but a traditional follow-on underwritten public offering may be out of reach or considered too risky. Alternative ways to access the...more

Morrison & Foerster LLP

Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

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This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more

K&L Gates LLP

New Due Diligence Needs for a Rapidly Expanding Risk Factor Landscape…and What Diligence Teams Can Do

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Today, investors and their diligence teams face the new challenge of emerging socio-economic risk exposures. These risk factors are many, varied, and shifting… and are growing out of our divided cultural and business...more

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