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Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid...more

The Top 10 Questions Facing the LNG Industry in 2016

Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...more

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

Tax Considerations in Real Estate Dispositions

In a typical real estate transaction, the seller deeds the real property to the buyer. This transaction is simple and straightforward for both buyer and seller. Although it is simple, is it the best structure from a tax...more

FERC Proposes Rule Clarifying Requirements for Market-Based Rate Sellers to Identify Owners and Affiliates

The Federal Energy Regulatory Commission (FERC) proposed on December 17, 2015, to amend its regulations to clarify the obligations of certain companies that sell electric energy to identify their owners and affiliates. This...more

Financial Statement Countdown for Remote Sellers Selling into Alabama

Remote sellers making sales into Alabama have until January 1, 2016, to begin collecting sales tax regardless of their physical presence in the state or consider whether there is any impact on financial statement issues as a...more

Re-examining the Take-or-Pay Obligation in LNG Sale and Purchase Agreements

Since almost the inception of the LNG industry, the “take-or-pay” contract structure has become perhaps the defining characteristic of long-term LNG sale and purchase agreements (SPAs). The benefits of the traditional...more

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

Assignments Of PACA Claims: New Opportunities For Unpaid Produce Sellers, Credit Insurance Companies, Claims Purchasers & Others

The Perishable Agricultural Commodities Act (“PACA”) is an invaluable tool for produce sellers to ensure repayment for goods sold and delivered. Traditionally, it has been used by sellers of produce to recover against...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Ireland

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 are designed to safeguard the rights of...more

FERC Substantially Modifies Filing Requirements for Market-Based Rate Sellers and Clarifies Rules on Priority Rights Granted to...

On October 16, 2015, the Federal Energy Regulatory Commission (FERC or “Commission”) issued Order No. 816 that revises filing requirements for market-based rate (MBR) sellers of electric energy, capacity, and ancillary...more

Deadline Extensions Possible for Expanded Retail Accountability Program

The rollout of the newly expanded Tennessee Retail Accountability Program is meeting with some opposition as the first reporting deadline under the 2015 changes in the program approaches. In response to these concerns, the...more

Second Circuit Upholds New York Ban on Credit Card Surcharges

Why it matters - New York’s ban on credit card sales transactions surcharges was upheld by the Second Circuit Court of Appeals, reversing a federal court judge’s 2013 ruling striking down the law and joining the majority...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Hungary

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The Hungarian Labour Act defines a business transfer in line with the provisions of EC Directive 2001/23 of 12 March 2001. As such the rights...more

Canadian Bankruptcy Considerations in Factoring Transactions

Factoring transactions, in which a buyer purchases outright or acquires an interest in a seller’s accounts receivable, are becoming increasingly common. Initially, the buyer must determine whether the transaction is to be...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Greece

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Directive 98/50/EC relating to the safeguarding of employees rights in the event of transfers of undertakings, businesses or parts of...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Germany

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Section 613a of the German Civil Code (Bürgerliches Gesetzbuch) determines employers’ and employees’ rights and duties in cases of a business...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: France

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? Article L. 1224-1 of the French Labour Code states that “following a change to the employer’s legal status, in particular by succession, sale,...more

New Landmark Consumer Disclosure Rules Trigger Privacy Concerns

The Consumer Financial Protection Bureau’s new “Know Before You Owe” mortgage disclosure rule is designed to prevent surprises at the closing table, but with increased transparency come concerns over borrower and seller...more

The English Court’s Approach to interpretation of Material Adverse Effect provisions

The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more

Buyers of Mississippi Real Property Relieved of Liability For Nonresident Seller Tax Withholding

The responsibility for withholding, reporting, and paying tax on the gain realized on the sale of real property by a seller who is not a resident of the State of Mississippi is now back where it belongs: with the seller. ...more

Warning: Warranties Can Survive Close of Escrow Even When You Think They Won’t

As the seller of real property, you might have heard: “Don’t worry, that warranty won’t survive the closing.” Or, you may have assumed that because the purchase agreement stated that certain representations and warranties did...more

The Meritas Guide To Employment Law On A Business Sale In Europe, Middle East And Africa - April 2015: Belgium

1. DO EMPLOYEES AUTOMATICALLY TRANSFER TO THE BUYER WHEN A BUSINESS IS SOLD? The rights of employees in cases of transfer of (or part of) an undertaking are protected under the Collective Bargaining Agreement n° 32bis...more

"Popularity of Locked-Box Deals in the UK: Price Certainty, Other Benefits for Buyers"

In the U.K. M&A market, the continuing trend in recent years has been an increase in the number of deals being completed on the basis of a locked-box pricing mechanism. In a locked-box transaction, as opposed to the...more

Appellate Court Notes

Supreme Court Advance Release Opinions: SC19359 - Persels & Associates, LLC v. Banking Commissioner - Noting that it has generally been the policy of the Courts to defer to the Legislature, especially as to the...more

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