News & Analysis as of

Germany's safe harbors to its net operating loss carryover limitation rules – or: let's make a law

Historically – meaning until the end of 2007 – the German corporate tax law provided for limitation rules on the use of tax-wise net operating loss carryovers of a corporation, where the "loss corporation," after a change in...more

Effective cybersecurity: 8 questions for you and your team

Cybersecurity has become a top-tier risk for US and multinational organizations. It is only a matter of time before a determined hacker will penetrate your organization’s system and successfully exfiltrate some data. (Indeed,...more

'Protectionism' In M&A: A Mixed Picture

When a national ‘champion’ is at stake, lively political and media debate often follows, sometimes even where the sector involved is not particularly ‘sensitive’. This is unsurprising in markets facing slow economic growth...more

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

PRC Foreign Investment Draft Law: What You Should Know

On January 19, 2015, China’s foreign investment regulatory authority Ministry of Commerce (“MOFCOM”) released a draft of new Foreign Investment Law (“Draft Law”) (See blog article Comparison Chart re JV Law and Foreign...more

Vendor Due Diligence Reports: Reducing Transaction Costs Through Seller-Controlled Diligence

Due diligence for a prospective merger or acquisition typically involves the buyer’s review of documents provided by the seller and interviews with the target company’s management. ...more

FTC and DOJ Host Workshop Examining Health Care Competition - Updated 2015

The Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) held a public workshop on February 24–25, 2015, to examine recent trends and developments in health care provider...more

Security Interests in Intellectual Property

As collateral for a loan, lenders are accustomed to obtaining a security interest in the property of the borrower. Such property usually includes tangible assets of the borrower such as real estate, machinery and other...more

M&A Deals Continue To Be Challenged In Shareholder Litigation

The percentage of M&A deals challenged by shareholder suits remained largely constant last year while the number of suits filed against each deal declined slightly, according to a recent report by Cornerstone Research (here)....more

What is Simplified under Anti-Monopoly Filing Procedures for Simple M&A Cases?

The Ministry of Commerce in China (“MOFCOM”) has promulgated a series of implementation regulations as an effort to improve the enforcement of the Anti-Monopoly Law (“AML”), among which two regulations specifically relate to...more

The M&A Outlook in the Middle East: A Look Back at 2014 and Beyond

The Megatrends in Mergers & Acquisitions conference held in October 2014 focused on the evolving M&A landscape, promoting inbound and outbound M&A in the Middle East, and general industry trends. Among the speakers at the...more

Mergers & Acquisitions: Trends to Watch in 2015

Canadian M&A activity increased notably in 2014, reflecting the strengthening of the global economy, particularly in the U.S. The total value of Canadian announced deals to date (all numbers as of December 1, 2014) has been...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

Pennsylvania Significantly Updates Laws Governing M&A/Conversion

On October 22, 2014 House Bill 2234 became effective, establishing Pennsylvania’s “Entity Transactions Law”, a version of the Model Entity Transactions Act (META) which will streamline and make more uniform the way in which...more

Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values...more

Gulf Cooperation Council (GCC) Investment Outlook 2014

In this issue: - Bridging the Gulf - Integration brings investment - Investment focus - Investment activity - Country focus - Structure type - Feature: Positioning the Region for more...more

2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their...more

Q&A With Carlton Fields' Seth Joseph

Seth P. Joseph is a shareholder in Carlton Fields Jorden Burt PA's Miami office, focusing his practice on securities and mergers & acquisitions, including both domestic and cross border assignments. He represents corporate...more

Affordable Care Act in Mergers and Acquisitions: New Guidance from Internal Revenue Service

In Notice 2014-49, the Internal Revenue Service (“Service”) issued guidance on how to avoid potential penalties under the Affordable Care Act (“ACA”) in connection with mergers and acquisitions (“M&A”). The notice provides a...more

Public M&A: End Of The False Dawn

With an increase in sizeable, highly strategic public M&A transactions in key markets, we assess the regulatory and market challenges now confronting bidders, from activist shareholders to bid defence mechanisms and tighter...more

Doing Business in Canada

This Guide provides non-Canadians with an introduction to the laws and regulations that affect the conduct of business in Canada and, in particular, in the province of Ontario. In some cases, this Guide also identifies issues...more

Guide To Doing Business in Australia: Competition and Consumer Protection

COMPETITION AND CONSUMER PROTECTION - Australia has extensive competition and consumer laws dealing with, among other things, the promotion of competition and consumer protection. This section provides an introduction...more

The Mergers & Acquisitions Review: Eighth Edition: Chapter 17 - Cyprus

I GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A - Since Cyprus’s accession to the EU, the legislation regulating M&A activity in Cyprus has been closely aligned with Europe-wide practices. Prior to...more

Behind the Veil and the Blurred Distinctions of Entity Liability

As corporate counsel, you are well aware that the practice of creating, expanding, or reorganizing corporate entities and their subsidiaries is fraught with legal peril, both for your client and its officers and directors....more

Defining Innovation In A Changing Healthcare Landscape

The business model that has served the pharma industry so well for 20 years has become expensive and slow. But digital technology and Big Data, says Filip van Elsen, might help the industry reboot its relationship with...more

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