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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

National security reviews 2017: A global perspective — Canada

by White & Case LLP on

While few deals are challenged in Canada, national security reviews are becoming more common and complex - The Investment Review Division (IRD), which is part of the Ministry of Innovation, Science and Economic...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Big news out of Uber this weekend, where the company and its board resolved outstanding issues with Travis Kalanick in order to finalize a deal in which a SoftBank-led consortium of investors will buy up about $1 billion of...more

Corporate News - November 2017

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Breakingviews is raising an eyebrow at the news from yesterday about Broadcom’s unsolicited $105 billion offer for Qualcomm [the largest-ever proposed tech deal], especially in light of the “mountain of debt” Broadcom would...more

President Trump Blocks Sale of U.S. Company to Chinese Buyers Under CFIUS

by Williams Mullen on

On September 13, 2017 President Trump ordered that the acquisition of Lattice Semiconductor Corporation by Chinese purchasers be “prohibited” under CFIUS. While this is the first publically announced blocking of an...more

Foreign investment filings and merger control filings: navigating the European and global regulatory seas when your company...

by Hogan Lovells on

The European Union (EU) has recently proposed new rules establishing a framework for the review of foreign investments in the EU on the grounds of security or public order (“Commission Proposal”)....more

Can Overseas Bidders Guard Against M&A Risks in An Increasingly Economically Nationalist Europe?

by Latham & Watkins LLP on

Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies. Deal teams have previously...more

Day 22 of One Month to More Effective Compliance for Business Ventures-How Business Ventures are Different Risks Than Third...

by Thomas Fox on

In the final episode of this month’s series of One Month to More Effective Compliance for Business Ventures, I sat down with this month’s podcast sponsor, Mike Volkov, CEO of the Volkov Law Group to explore the key insight...more

Day 20 of One Month to More Effective Compliance for Business Ventures-Franchisor Liability

by Thomas Fox on

I am often asked about franchisor liability under the FCPA. Franchising has been a successful model in the US and now many corporations are looking at overseas expansion opportunities. Franchise law has become well developed...more

Italy Issues New Rules on Hostile Foreign Takeovers and Golden Powers

by Latham & Watkins LLP on

The Italian Council of Ministers has approved law decree no. 148 (the Decree), extending the disclosure requirements on stakebuilding in Italian listed companies and the Italian government’s so-called “golden powers”. The...more

Day 19 of One Month to More Effective Compliance for Business Ventures-Distributors as Business Venture Partners

by Thomas Fox on

Many compliance practitioners generally view distributors as a part of their third-party risk management program, with most of their attention to the pre-contract phase of the risk management process. Typically, most of the...more

Day 18 of One Month to More Effective Compliance for Business Ventures-Financial Review of Your Business Venture Partner

by Thomas Fox on

One area not usually considered around your business ventures is the financial health of the joint venture partner, teaming partner, strategic partner or any other type of business partner or relationship which might occur in...more

Day 16 of One Month to More Effective Compliance for Business Ventures-Know Your Customer

by Thomas Fox on

Do FCPA considerations come into play for customers? How should you think about your obligations under the FCPA for a group not traditionally associated with FCPA liability or even FCPA risk? These questions and perhaps...more

UK national security and infrastructure – tougher merger control ahead?

by Dentons on

On 17 October, the UK Government published a Green Paper reviewing national security implications of foreign ownership or control, as indicated in this year's Queen's Speech....more

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

Foreign investment review in Canada: “Net benefit” review threshold raised, update on national security reviews

by Dentons on

Foreign buyers of Canadian businesses are less likely to require approval from the Minister of Innovation, Science and Economic Development under the “net benefit to Canada” test as a result of increases in the review...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

Economic Nationalism Set to Impact M&A Transaction Approvals Across Europe

by Latham & Watkins LLP on

Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies in the name of national security....more

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