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Business Organization Mergers & Acquisitions

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Decoding the Tax Cuts and Jobs Act – Part III: IRC § 708 and the Partnership Termination Rules Have Changed

by Garvey Schubert Barer on

BACKGROUND/PRIOR LAW - PartnershipUnder IRC § 708(a), a partnership is considered as a continuing entity for income tax purposes unless it is terminated. Given the proliferation of state law entities taxed as partnerships...more

Impact of New Tax Provisions on M&A Deals

by Lane Powell PC on

On December 22, 2017 President Trump signed into law H.R. 1 — a sweeping tax reform law that changes the tax landscape for many M&A deals. Congress initially labeled the bill as the “Tax Cuts and Jobs Act” but later removed...more

“Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?

by Smith Anderson on

The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

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

EU Court clarifies the scope of gun jumping under EU Law

by Bryan Cave on

One of the key concerns of merging parties in any transaction is the steps they are allowed to take prior to the clearance of the merger. A recent case before the Court of Justice of the European Union (Case C-633/16 Ernst &...more

Tax Reform: Key Considerations for M&A, Private Equity & Venture Capital Transactions

by Morrison & Foerster LLP on

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (the “Act”). The Act was ostensibly promoted as a means to encourage investment and to promote growth in the U.S. economy, while reducing harmful...more

Impact of US Tax Reform on Mergers and Acquisitions: New Opportunities and Pitfalls

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Caveat Emptor: Are Lengthier EC Merger Reviews the New Norm?

As merger reviews become more thorough and document-intensive, companies planning to engage in global M&A deals in 2018 should factor potentially lengthier merger reviews by the European Commission (EC) into their deal...more

An In-Depth Look at the Impact of US Tax Reform on Mergers and Acquisitions

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Changes to the UK Takeover Code—Asset Sales and Other Matters

by Shearman & Sterling LLP on

On 8 January 2018, changes were made to the U.K. Takeover Code (the “Code”) which: (i) for the first time, expand the application of the Code to certain “asset” transactions taking place in “offer situations”, (ii) require...more

Day 18 of 31 Days to a More Effective Compliance Program- Internal Reporting and Triaging Claims

by Thomas Fox on

The call, email or tip comes into your office; an employee reports suspicious activity somewhere across the globe. That activity might well turn into a FCPA issue for your company. As the CCO, it will be up to you to begin...more

Everything Compliance-Episode 24, the Looking Back to Look Forward Edition

by Thomas Fox on

In this episode, the top compliance roundtable podcast is back with a look at some of the top FCPA, compliance and data privacy/data security issues from 2017 and how they inform what will be the top such issues in 2018....more

EU Merger Control 2017: Competition in Innovation; EC Prohibiting Deals; Fines for Procedural Infringements; and EU Courts...

by WilmerHale on

2017 saw some highly significant investigations and court judgments in European Union merger control. Notably: ..After detailed investigations and subject to extensive divestments, the European Commission (“EC”) cleared...more

Client Alert: AT & T - Time Warner Merger Challenge Might Signal Policy Change on Vertical Mergers

The Department of Justice (“DOJ”) recently sued to block AT&T’s $85.4 billion bid for Time Warner, stating that such a merger would harm consumers by weakening competition. The lawsuit signals a policy change that “vertical...more

With the Draft of the Italian Budget Law 2018, more certainties on indirect taxation of share deals (Italian)

by Dentons on

Article 13 of the Draft Law on Budget 2018 provides for a provision amending the current Article 20 of the D.P.R. of 26 April 1986, no. 131 concerning the application of the registration tax (applicable also to other taxes of...more

Key terms in UK and US M&A deals

by DLA Piper on

Over the past ten years, it’s not been uncommon for the UK to report a trade surplus with the US, and simultaneously, the US to report a trade surplus with the UK....more

Overview of Recent U.S. Tax Reform Part I – Certain Significant Changes Impacting C-Corporations

by Mintz Levin on

On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. As the first comprehensive U.S. federal income tax reform in over thirty years, the Tax Act includes dramatic changes to tax...more

Delaware Court Of Chancery Grants Books And Records Demand, Holding That Corwin Is Irrelevant To Section 220 Proceedings

by Shearman & Sterling LLP on

On December 29, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder’s demand to inspect books and records related to the acquisition of West Corporation (“West”) by Apollo...more

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

by Shearman & Sterling LLP on

On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

Winter Case Notes: LLC Deadlock and Other Recent Decisions of Interest

by Farrell Fritz, P.C. on

This winter forever will be remembered in the Northeast as the winter of the “bomb cyclone,” which gets credit for the 6º temperature and bone-chilling winds howling outside as I write this. So in its honor, I’m accelerating...more

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

CFIUS's Failure to Approve Chinese Investment in Money Transfer Services Company Indicates Higher Hurdles for Chinese Investment...

by Bryan Cave on

On January 2, 2018, MoneyGram International Inc. and Ant Financial Services Group announced that they had terminated their Amended Merger Agreement after they were unable to obtain approval of the transaction from the...more

Banking: Year in Review and What to Expect

2017 was a great year for banks across a wide spectrum, and we believe 2018 holds tremendous promise, so long as the credit condition of borrowers does not deteriorate and banks continue to lend prudently. Below we count down...more

2017 Antitrust Year in Review

Wilson Sonsini Goodrich & Rosati (WSGR) is pleased to present its 2017 Antitrust Year in Review.In this report, we summarize the most significant antitrust matters and developments of the past year. We begin with a look at...more

CFIUS in 2017: A Momentous Year

It has been at least a decade since the Committee on Foreign Investment in the United States (CFIUS) was the subject of as much focus, change, and consequence as it was in 2017. Please see full Newsletter below for more...more

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