The Government of Indonesia issued a new toll road regulation to address market concerns around tariff adjustment in special circumstances such as change in government policy. The new regulation also introduced a 'clawback'...more
In this edition of V&E+, Vinson & Elkins Partners Caitlin Turner and Lucy Jenkins sit down for a conversation on the firm’s thriving Finance practice, the market trends they’re watching, and the career principles they live...more
This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...more
The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by...more
We cordially invite you to our Private Equity Bootcamps in Frankfurt and Munich this year. Experienced speakers from our firm will train you and your colleagues during a workshop and provide legal and tax basics for the...more
Mit Urteil vom 12.01.2022, II R 4/20 entscheidet der BFH zum Begriff der Anteilsminderung iSd. § 6 Abs. 3 S. 2 GrEStG. Nach Ansicht des BFH sind hierbei auch anderweitige Vereinbarungen zu berücksichtigen, soweit es dadurch...more
In this presentation, lawyers in Vinson & Elkins’ finance practice will provide a crash course in debt financing an acquisition, providing an overview of process and timeline, structuring considerations, documentation and key...more
BakerHostetler will present data regarding Texas’ robust M&A market each quarter, with useful comparisons to the U.S. market overall. The alert focuses on M&A volume and value, identifies the most active industries, and...more
The long seller’s market may be over, which is welcome news for many companies that are eager and able to acquire or expand a business. Many businesses and business owners have struggled mightily under the COVID-19...more
The outbreak of the novel coronavirus disease 2019 (COVID-19) and the measures being taken at every level to contain the spread thereof is a rapidly evolving public health and humanitarian issue. Naturally, COVID-19 and its...more
During the frenzied period before execution of an acquisition agreement, a seller will be overwhelmed with pressing tasks, so the terms of the buyer’s financing may not be front of mind. There is good reason for this since it...more
A recent decision by the Superior Court of the State of Delaware highlights a risk of potential exposure to liability for individuals affiliated with private equity firms who are presumed to be covered by a directors’ and...more
Those seeking to purchase assets or a business out of a Chapter 11 case employing a “loan to own” strategy may well have received a boost from a recent decision of the U.S. Court of Appeals for the Ninth Circuit....more
In an overlooked aspect of the recent New York Court of Appeals decision in Cortlandt St. Recovery Corp. v. Bonderman1, New York’s high court has allowed direct claims to move forward against two private equity firms for the...more
The question of when parties to a potential transaction actually become bound to each other is obviously an important one, and sometimes the answer can be surprising, or less than entirely clear. A recent Texas Court of...more
On September 27, 2017, the FDIC, the Federal Reserve, and the OCC (the “Agencies”) issued a proposed rule that simplifies the compliance requirements of the existing regulatory capital rules and is intended to reduce the...more
A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...more
A Q&A guide to real estate finance law for borrowers and lenders in Massachusetts. This Q&A addresses state laws relating to security instruments, usury laws, limitations on personal liability, recording requirements and...more
Basic to any acquisition and its financing are the projections of the target’s future performance. These play a key role in setting the price for the target as well as on the availability of acquisition financing. Projections...more
On 27 June, the UK Financial Conduct Authority (FCA) published a policy statement setting out the final form of its proposed ban on right of first refusal and right to act provisions relating to the supply of certain future...more
On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more
On Thursday, May 18, U.S. Treasury Secretary Steven Mnuchin waded further publicly into efforts on Capitol Hill to amend the authorizing statute underlying the Committee on Foreign Investment in the U.S. (CFIUS), a U.S....more
When a portfolio company underperforms, an equity sponsor will want to assess the degree of negotiating leverage the company’s lenders have against the company under the circumstances, which can play a significant role in...more
M&A - Balance Sheet Guarantees: German case law has recently developed new requirements for drafting Balance Sheet Guarantees in Share Purchase Agreements. If not properly drafted, such Balance Sheet Guarantees may be...more