News & Analysis as of

Securities Mergers & Acquisitions

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

Break Fees Can Cause Broken M&A Deals

by Latham & Watkins LLP on

Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A...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

Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business

What does the contractual term “voting power” mean? Does it refer only to the power to elect corporate directors, or does it refer to the power to vote on any fundamental matter of corporate governance? Is voting power an...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

The Acquisition and Leveraged Finance Review – US

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – Russia

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

Financial Services Weekly News - October 2017

by Goodwin on

Editor's Note - Swimming Against the Tide. As discussed below, the Trump administration’s plans for financial regulatory reform are beginning to take shape, especially in agencies, such as the Securities and Exchange...more

The Acquisition and Leveraged Finance Review – Spain

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – Germany

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

The Acquisition and Leveraged Finance Review – England and Wales

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

SEC Issues Guidance on Non-GAAP Financial Measures in Business Combination Projections

by Ropes & Gray LLP on

On October 17, 2017, the SEC’s Division of Corporation Finance issued new guidance clarifying the circumstances under which financial forecasts included in registration statements, proxy statements or tender offer statements...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

Across the Board-Episode 8, Linda Justice on Branding at the Board

by Thomas Fox on

In this episode, I visit with branding expert Linda Justice. We discuss the role of a Board of Directors in corporate branding. We discuss ‘what is branding?’ Perception of a company? The customer experience? The...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

Pensions Hazard for PE Buyers on Carve-Out Deals

by Latham & Watkins LLP on

Corporate carve-outs have become increasingly popular in recent years, as buyout firms scour the market for primary deals. In an environment in which the UK Pensions Regulator (the Regulator) is becoming more active, in our...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

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

Corruption Crime and Compliance Podcast Episode 2 -- Ethics and Profits

by Michael Volkov on

With the increased focus on corporate culture, chief compliance officers have to educate the board and senior management on the inextricable link between an ethical culture and financial profitability. In this episode of...more

Corruption Crime & Compliance Episode 1 -- The Trump Administration and Enforcement

by Michael Volkov on

I am pleased to announce the new Corruption, Crime & Compliance Podcast. Episode 1 is, A Review of Trump Administration Enforcement Priorities. When the Trump Administration came into power, many commentators predicated...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

NC Business Court Rules On What Constitutes An "Arbitration"

by Brooks Pierce on

You've probably never had to decide what it means to agree to arbitrate. Usually, there is a written provision that references the AAA Rules and includes a consent to AAA's procedures as to the appointment of the...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

2,422 Results
|
View per page
Page: of 97
Cybersecurity

Follow Securities Updates on:

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.