News & Analysis as of

Complex Corporate Transactions

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

Is It Time to Update Your Contract's SSAE Audit Language?

by Morgan Lewis on

The latest update to the Statement on Standards for Attestation Engagements (SSAE)—a set of standards applying to compliance reporting, issued by the Auditing Standards Board (ASB)—came into effect recently. If your contract...more

New guidance for lawyers advising businesses on human rights risks

by DLA Piper on

On 17 July 2017, the International Bar Association Legal Policy and Research Unit (LPRU) released a Handbook for Lawyers on Business and Human Rights to provide guidance for business lawyers and their corporate clients on how...more

European Acquisition Finance Debt Report 2017

by DLA Piper on

Welcome to DLA Piper’s European Acquisition Finance Debt report 2017. This report, now in its eighth year, presents detailed results of our survey of 300 participants active in the European acquisition finance debt...more

Preparing for Your Cross-Border Deal: Practice Tips for In-House Counsel

by WilmerHale on

Your CEO just announced that the company wants to acquire a business with global operations. As in-house counsel, you will play a key role in this transaction by ensuring the deal runs smoothly. It’s a tremendous growth...more

The SFC’s Guidance on Corporate Transactions and the Use of Valuations

by Latham & Watkins LLP on

The SFC has become increasingly concerned that some listed companies are acquiring or selling assets at improperly assessed prices, resulting in losses to listed companies and their shareholders. Summary - The...more

Russian Legislation Update: May 2017

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of May 2017. In this issue: - Banking - Corporate...more

Changes to Corporate Criminality Offences in the UK Cause Corporate Dealmakers to Review Acquisitions

by Latham & Watkins LLP on

Proposed changes to corporate criminal offending should cause corporate dealmakers to review the scope of acquisition diligence, particularly in light of the UK Serious Fraud Office’s (SFO’s) increasing use of deferred...more

Chinese Outbound M&A: 4 Key Questions

by Latham & Watkins LLP on

Overseas direct investment by Chinese companies increased significantly in 2016 to US$212 billion, a 143% increase from 2015. While outbound M&A interest remains strong in China, recent measures taken by the Chinese...more

M&A Deal Terms in 2017: What Can Deal Teams Expect?

by Latham & Watkins LLP on

Britain’s decision to leave the European Union in June 2016, coupled with the election of Donald Trump as US president in November 2016, gave dealmakers plenty of pause for thought last year – but ultimately did little to...more

Think Twice: Costs Associated with Regulatory Approval for Corporate Transactions May Be Deductible

Although the cost of obtaining regulatory approval for a corporate transaction is identified as facilitative, a recent Chief Counsel Advice (CCA 2017-13-010, March 31, 2017) (the CCA) issued by the Internal Revenue Service...more

Choosing the Right Advisor for Your Strategic Transaction- Set-Aside Alert

by PilieroMazza PLLC on

In today's marketplace, many contractors have reached the conclusion that growth through acquisition, as opposed to organic growth, is the right path for their companies. Please see full Alert below for more information....more

2016 Georgia Corporate and Business Organization Case Law Developments

by Bryan Cave on

The annual survey of decisions by state and federal courts in 2016 addressing Georgia corporate and business organization issues is now available. This survey covers the legal principles governing Georgia businesses,...more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

by Allen Matkins on

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

Ontario court clarifies dissent procedure in arrangement transaction

by Dentons on

A recent Ontario decision shines a light on the ability of shareholders to dissent in respect of a corporate transaction. This right, also known as an appraisal remedy, allows shareholders opposed to a business deal to opt...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

US Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty

by Latham & Watkins LLP on

Tax reform plans would fundamentally alter the landscape for key business decisions, impacting a business’ legal, finance, corporate development and other divisions, as well as tax groups. Key Points: ..Tax reform...more

Evidence Law Litigation Update - February 2017

New York Court of Appeals Holds That the Common Interest Doctrine Applies Only to Litigation Matters. This year, in Ambac Assurance Corp. v. Countrywide Home Loans, Inc., No. 80, 2016 N.Y. Lexis 1649 (N.Y. June 9, 2016), New...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

by Dentons on

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

IP Due Diligence: The Five Questions You Must Ask in Corporate Transactions

Konstantin Linnik, Ph.D., a partner in Nutter’s Intellectual Property Department, addressed the importance of intellectual property due diligence in corporate transactions in Nutter Insights. Konstantin discussed when a...more

2016's Thriving M&A Market

by Dentons on

Despite concerns expressed during our presidential campaign season over the loss of US jobs to international trade, investment in the US by foreign commercial enterprises remains strong, especially given the weak or weakened...more

Final Report on Investment and Corporate Banking Market Study Published by UK Regulator 

by Shearman & Sterling LLP on

The Financial Conduct Authority published its final report on the investment and corporate banking market study. The focus of the study was on primary market activities in the UK, including equity capital markets, debt...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Part 5 of Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

by Bryan Cave on

This is part 5 of a Seven Part Guide to reviewing vendor contracts. Vendor Notice Requirements - Business - Strategic Changes. There are several categories of events the bank will want to be notified about. The...more

UK Corporate Briefing Summer 2016 Issue 6 - Summer 2016

by Dentons on

The UK's EU referendum on 23 June 2016 delivered a leave result. The nature of the UK's future relationship with the EU and the timescale and details of the process for establishing that relationship remain to be seen....more

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