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Day 15 of One Month to More Effective Compliance for Business Ventures- Tying It All Together for Joint Ventures

by Thomas Fox on

As I conclude this section on joint ventures, I want to emphasize again the risk they pose under the FCPA. Mike Volkov has stated, “A joint venture requires the integration of disparate company cultures. It can be successful,...more

Day 14 of One Month to More Effective Compliance for Business Ventures-Auditing Joint Ventures

by Thomas Fox on

Joint ventures provide many FCPA risks that other types of business relationships do not bring. For instance, the joint venture may interact with foreign government officials or employees of a state-owned enterprise; then...more

Day 13 of One Month to More Effective Compliance for Business Ventures-Compliance Terms and Conditions in Joint Venture Agreements

by Thomas Fox on

Numerous US companies have come to FCPA grief for their overseas joint ventures and the continue to be a bane for many companies under the Act. There are some basic compliance terms and conditions which should be considered...more

Day 12 of One Month to More Effective Compliance for Business Ventures-Joint Venture Due Diligence

by Thomas Fox on

When you bring two entities together to operate jointly, there are several difficult issues to analyze. For the US company operating under the FCPA, there must be an adequate business justification for a joint venture with a...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

HSBC’s making good on its plans to shift to a focus on Asia by naming John Flint—who spent his first 14 years at the bank in Asia—as its new CEO. Flint will take over from Stuart Gulliver in February....more

Philippine Competition Commission clears Alipay and Ayala’s investment in Globe Fintech

by Reed Smith on

On 27 June 2017, the Philippine Competition Commission (PCC) announced that it was conducting a phase II review into the proposed investment by Alipay Singapore Holding Pte. Ltd. (Alipay) and Ayala Corporation (Ayala) into...more

Day 10 of One Month to More Effective Compliance for Business Ventures-Dis-Linking any Illegal Conduct Going Forward

by Thomas Fox on

One of my favorite words in the context of Foreign Corrupt Practices Act (FCPA) enforcement is dis-link. It a useful adjective in explaining how certain conduct by a company must be separated from the winning of business and...more

Foreign Investment in China: An Introduction

China presents some of the world’s most exciting opportunities, and a unique set of cultural, legal and political challenges. It has a distinct legal regime that in many respects cannot be understood by direct reference to...more

Day 9 of One Month to More Effective Compliance for Business Ventures - Post-Acquisition Integration Plan

by Thomas Fox on

Your company has just made its largest acquisition ever and your Chief Executive Officer (CEO) says that he wants you to have a compliance post-acquisition integration plan on his desk in one week. Where do you begin? Of...more

Day 8 of One Month to More Effective Compliance for Business Ventures-Post-Acquisition Integration Dates

by Thomas Fox on

Previously many compliance practitioners had based decisions in the M&A context on DOJ Opinion Release 08-02 (08-02), which related to Halliburton’s proposed acquisition of the UK entity, Expro. In 2011, the Johnson & Johnson...more

Trade and Manufacturing Alert - October 2017

by King & Spalding on

NAFTA Renegotiation Status Update: Third Round Of Talks Conclude In Ottawa, Fourth Round Begins In Washington On October 11 The third round of talks on “renegotiation and modernization” of the North American Free Trade...more

Day 7 of One Month to More Effective Compliance for Business Ventures-Evaluating Pre-Acquisition Risk Factors

by Thomas Fox on

Today I want to look at what you should do with the information that you obtain in your pre-acquisition compliance due diligence. Jay Martin, Chief Compliance Officer (CCO) at BakerHughes, a GE company. suggests an approach...more

Day 6 of One Month to More Effective Internal Controls-Pre-Acquisition Due Diligence

by Thomas Fox on

The compliance component of your mergers and acquisition regime should begin with a preliminary pre-acquisition assessment of risk. Such an early assessment will inform the transaction research and evaluation phases. This...more

This Week in FCPA-Episode 71, the Three Dingers Edition

by Thomas Fox on

In this week's episode, we discuss: 1. Roy Shell considers whether compliance officers should be liked or respected. 2. What is the intersection of sports, corruption and compliance? 3. The Alere FCPA enforcement...more

Day 5 of One Month to More Effective Compliance for Business Ventures-Pre-Acquisition Risk Assessment

by Thomas Fox on

One of the clearest themes from the 2012 FCPA Guidance was around the importance of your pre-acquisition work in any merger or acquisition on a target company. In the section on Declinations, the 2012 FCPA Guidance provided...more

Steering the course – navigating bribery and corruption risk in private equity investments: Part 1

by Hogan Lovells on

Identifying Bribery and Corruption risk in the context of private equity investments (and M&A more generally) is key to ensuring the value of an acquisition. Companies will busy themselves with due diligence on tax,...more

President Trump Issues Order Prohibiting Chinese Company Acquisition Of U.S. Semiconductor Business

by King & Spalding on

On September 13, 2017, President Trump issued an Executive Order prohibiting the acquisition of U.S. company Lattice Semiconductor Corporation (Lattice) by a group of companies, including Canyon Bridge Fund I, LP (CBFI);...more

Everything Compliance-Episode 19

by Thomas Fox on

Show Notes for Everything Compliance-Episode 19, the Ubiquity Edition The top compliance roundtable podcast is back with a wealth of new topics. 1. Matt Kelly opens with a discussion of the Equifax data breach and its...more

An Update on Foreign Investment Control in Germany

by McDermott Will & Emery on

The German government recently tightened regulations on foreign investments in Germany in order to restrict non-EU/foreign acquisitions of German companies in certain industries. On 18 July 2017 an amendment to the German...more

Day 4 of One Month to More Effective Business Ventures-Safe Harbor for Successor Liability

by Thomas Fox on

As a general legal matter, when a company acquires another company, the successor company cannot be liable for the acquired company’s activities prior to acquisition. In FCPA jurisprudence, there is no case law precedent...more

Day 3 of One Month to More Effective Compliance in Business Ventures-Why Engage in Pre-Acquisition Due Diligence?

by Thomas Fox on

Why should a company engage in pre-acquisition due diligence in the mergers and acquisition context? Certainly compliance with anti-corruption laws such as the FCPA or UK Bribery Act is a good starting point. However there...more

How private equity is powering financial services M&A

by White & Case LLP on

After stepping into the space vacated by traditional banks and strategic investors following the financial crisis, private equity has established itself as a force to be reckoned with in financial services dealmaking. In...more

New Rules Offer Clarity On China's Outbound M&A Crackdown

by Foley & Lardner LLP on

On August 18, 2017, China’s State Council issued guidelines clarifying rules passed a year ago by the State Administration of Foreign Exchange (SAFE) limiting outbound investments as cover-up to move money out of China....more

UK Foreign Investment Review of Mergers

by White & Case LLP on

Traditionally, the UK has been open to foreign investment and the UK Government has had no general power to review foreign investments or take into account industrial policy in merger reviews. However, in the recently...more

Germany: New Notification Obligation Regarding Certain Foreign Investment Transactions in Germany

by Dechert LLP on

Highlights: - Acquisitions of 25% or more of a Germany company by a non-EU/EFTA investor are subject to the German foreign trade law. - Certain industry sectors of the German economy have been identified to be of...more

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