News & Analysis as of

Business Assets Mergers

Opportune LLP

Business Combinations vs Asset Acquisitions ...

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The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more

Ankura

Navigating the New Corporate Alternative Minimum Tax: Strategic Asset Allocation and Its Impact on M&A

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The new corporate alternative minimum tax (CAMT) creates incentives for large companies to allocate more value to amortizing intangible assets and less value to assets like goodwill that do not amortize for book purposes. ...more

Reveal

5 Steps to Creating a Successful Data Governance Policy

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Data is the lifeblood of your organization. It sets the foundation for new business initiatives, workflows, and innovations. As it grows exponentially, its value also grows immeasurably—that is, if it is effectively managed....more

Steptoe & Johnson PLLC

New Federal M&A Broker Exemption

On December 29, 2022, President Biden signed the Consolidated Appropriations Act of 2023 (H.R. 2617) into law, providing a federal statutory exemption from securities law broker registration for merger and acquisition (M&A)...more

Seward & Kissel LLP

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

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On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Opportune LLP

Q&A: The State Of Oil & Gas M&A Activity & What To Expect In 2023

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The current landscape of M&A and A&D dealmaking in the U.S. oil and gas industry looks a lot different than what it did in the 2015-2019 period. During the pandemic, commodity prices sank to historically low levels (WTI crude...more

Goodwin

Distress in the Hotel Sector

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The pandemic has brought much uncertainty to the hotel sector — Intermittent national and regional lockdowns, work from home mandates and restrictions around domestic and international travel have left hoteliers in the...more

Holland & Knight LLP

SIC Releases Decision Regarding Merger Control in Colombia

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By means of Resolution No. 77896 of 2020, the Superintendence of Industry and Commerce (SIC) in Colombia established the value of operational income and/or total domestic assets that should be considered when evaluating the...more

Vinson & Elkins LLP

[Webinar] Navigating Post-Covid Diligence Issues in M&A Transactions - September 24th, 10:00 am - 11:00 am CT

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The COVID-19 pandemic and the accompanying market downturn have resulted in widespread uncertainty felt on a global scale – including in the M&A space. This webinar will explore ways M&A transactions – particularly due...more

BCLP

Buyer’s Purchase or Seller’s Privilege? Attorney-Client Communications in the Post-Sale Context

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Litigators are familiar with the attorney-client privilege as the focus of many discovery disputes, but transactional lawyers increasingly recognize the privilege as an asset that may or may not be part of the bargain in a...more

Williams Mullen

[Webinar] Data Protection and Privacy: Due Diligence Issues in M&A Transactions - October 15th, 11:00 am ET

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As data are quickly becoming significant corporate assets, it’s important to help companies both maximize the value of their data and protect the business against any associated risks. This is particularly true in M&A...more

Cole Schotz

2018 Developments In Delaware Corporate Law; A Year In Review

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Trends in Delaware corporate law tend to be indicators of change across the corporate sector. 2018 saw a few significant developments in Delaware corporate law. It is important that individuals, particularly business owners...more

Steptoe & Johnson PLLC

Time to Update Your Loan Documents Due To New Delaware “Divisive Merger” Law

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Effective August 1, 2018, Delaware’s limited liability company act was amended to add new Section 18-217 (the “Amendment”). This Amendment permits a Delaware limited liability company (an “LLC”) to divide into two or more...more

Butler Snow LLP

Product Line Exception to Successor Non-Liability

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Generally, product liabilities do not flow to the buyer of a company’s assets, which can be a driving force behind structuring a deal as an asset purchase as opposed to a corporate merger. There are four traditional...more

Foster Garvey PC

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

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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

Sterne, Kessler, Goldstein & Fox P.L.L.C.

3 Reasons Every Company Should Have a Business Transfer Clause in its Privacy Policy

Customer data is an extremely valuable business asset. It influences how companies communicate with customers, understand purchasing preferences, track time spent interacting with the brand, and identify habits and trends...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

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As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Skadden, Arps, Slate, Meagher & Flom LLP

"European M&A: Multifunctional Stichtings"

The use of “stichtings,” or Dutch foundations, in the M&A context became more widely known outside of Europe in 2015 in connection with Mylan N.V.'s use of a Dutch poison pill defense against Teva's unsolicited offer. The...more

Katten Muchin Rosenman LLP

FTC Formalizes Withdrawal and Refiling Process

On June 28, the Federal Trade Commission (FTC) formalized new rules to codify its informal procedures for companies completing transactions that require US merger control filings pursuant to the Hart-Scott-Rodino Act (HSR)....more

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