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News & Analysis as of

European Commission Proposes an Anti-Tax Avoidance Directive

The proposed Council Directive marks another, significant, though likely problematic, step towards tackling tax avoidance across Member States. Background - The European Commission (the Commission) has been moving...more

Healthcare Regulatory Diligence: “What Does it Mean to Financial Underwriting?”

It’s deal time! The 2016 JP Morgan Healthcare Conference has set the tone for another successful year for healthcare investing. A company’s financial health is a key factor in the underwriting process for any type of loan...more

EU Anti-Tax Avoidance Directive Published: Implications For Corporate Taxpayers In Belgium

On 28 January 2016 the EC published the proposal for a so-called Anti-Tax Avoidance Directive. It applies to all taxpayers which are subject to corporate tax in an EU Member State, including corporate taxpayers without...more

Disclosure Settlement Rejected in Trulia Merger Litigation

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation. The Chancellor concluded the terms of the proposed settlement were not fair or reasonable...more

Significant Developments in Corporate Governance and M&A Law in 2015

There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory...more

"Volatility Continues in US and European High-Yield Markets"

The continuation of a strong M&A market in both the U.S. and Europe, energy companies returning to the U.S. market and quantitative easing in Europe resulted in a strong first half of 2015 for U.S. and European high-yield...more

Court Rejects Private Equity Group’s Claims on Put Price in LLC Agreement

The Delaware Court of Chancery recently explained the calculation of a put price for units in PECO Logistics, LLC v. Walnut Investment Partners, L.P. The LLC Agreement provided as following methodology for calculating...more

Rep & Warranty Insurance Doesn't Guarantee Purchase Price

The purchase of buyer side representation and warranty insurance has become increasingly an integrated part of U.S. merger and acquisition transactions. Purchase of the product permits sellers to escrow less of the sale...more

BEPS and real estate investment funds: What are sponsors to do?

The final reports on the G20/OECD Base Erosion and Profit Shifting (BEPS) project were issued on 5 October (the "Reports") after a two-year consultation period during which 62 countries and many other stakeholders (such as...more

Consultation over Fixed Cap on UK Tax Deductibility of Corporate Interest Expense: Plucking the Feather in the Cap?

The UK Government launched a consultation on 22 October 2015 regarding the UK corporate tax rules for interest deductibility. The consultation seeks views on the design of a general limitation for UK corporation tax...more

BEPS Projects Final Report: Issues for the Investment Funds Sector

We have considered the final reports from the perspective of a typical private investment fund that focuses on illiquid assets such as private equity, infrastructure or real estate. Some of the reports contain proposals that,...more

OECD Publishes Final BEPS Project Reports

A focus on hybrid arrangements, interest deductions, treaty abuse and permanent establishment structures. On 5 October 2015, the OECD published its highly anticipated final reports in relation to Base Erosion and Profit...more

OECD Releases Final BEPS Recommendations – Now What?

On Oct. 5, 2015, the Organization for Economic Cooperation and Development (OECD) released a set of final reports on its 15 point action plan to address Base Erosion and Profit Shifting (BEPS). In an accompanying explanatory...more

Covenant-lite Terms Continue to Develop in Europe

As predicted a year ago, the adoption of US-style covenant-lite terms in European leveraged deals continues apace. This is hardly surprising given that the existence of ultra-low interest rates are sparking intense...more

New Opportunities in Cross-Border Special Situations Lending

Recent changes in cross-border leveraged loan documentation requirements open up new possibilities for both borrowers and lenders. Cross-border leveraged loan documentation has become increasingly permissive with respect...more

Making the Most of Earn-outs

Earn-outs, where additional consideration is paid post-completion based on the performance of a target business, are becoming increasingly common in private M&A transactions. Our recent survey of European deals between July...more

"The State of Asset-Based Lending"

Asset-based lending continues to be an important financing tool in today’s market, and one that provides benefits to both lenders and issuers. Lenders benefit from their collateral position and low historical loss rate in...more

Pension Benefit Guaranty Corporation Issues Final Regulations on Reportable Events

Earlier this month, the Pension Benefit Guaranty Corporation (PBGC) issued final regulations on reportable events under ERISA in connection with defined benefit pension plans and their sponsors (the Final Regulations). The...more

US Leveraged Lending Guidelines

There has been much written about the ‘US Leveraged Lending Guidelines’ and, with increasing speculation that European bank regulators will look to control leveraged lending in some form or another in the near future, this...more

Five Tips for a Successful Exit

Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more

In re Dole Food Co., Inc.; A Going-Private Primer

In an August 27, 2015 decision, Vice Chancellor Laster of the Delaware Chancery Court found that the chief executive officer (David H. Murdock) and president and general counsel (C. Michael Carter) of Dole Food Co., Inc....more

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

US trends affecting the European leveraged loan market

The buoyant leveraged finance market in Europe has been continuing to develop in sophistication and depth this year, particularly as regards sponsor friendly terms, as global sponsors and their advisers apply their...more

US trends affecting the European leveraged loan market

The buoyant leveraged finance market in Europe has been continuing to develop in sophistication and depth this year, particularly as regards sponsor friendly terms, as global sponsors and their advisers apply their...more

US Regulators’ Anxieties Could Limit European Financing Options

PE houses in Europe have benefitted in recent years from the availability of “Yankee” financings — access to the US leveraged loan markets to support buyout and refinancing activity in Europe, at low interest rates, with...more

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