The Deal Attorney Blog is the law blog of transactions attorney, Anthony Cerminaro. It is focused on mergers, acquisitions, and other domestic and international commercial and financial transactions.
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The Department of Justice and the Federal Trade Commission released their final changes to the Hart-Scott-Rodino reporting form on July 7, 2011. For your reference, here is what leading law firms are saying about how those changes will affect merger reporting for your company:
"Summary: There are several steps that a company should take when performing pre-acquisition FCPA due diligence. Yesterday at the Hanson Wade FCPA conference in Houston, some of these steps were discussed. While these steps are not an exhaustive list, they do provide a company with some guidance on...
"Split-offs have become more popular in the wake of the Tax Increase Prevention and Reconciliation Act of 2006 (TIPRA). TIPRA modified Internal Revenue Code section 355 to limit how much cash companies could transfer to a subsidiary to sweeten split-off deals. By doing so, TIPRA essentially...
"Theodore B. Polk is managing Director at Citigroup Capital Strategies, and he was kind enough to share his thoughts [with PLI's In Brief] in Acquiring or Selling the Privately Held Company — 2009. The article is a great retrospective on where we were prior to the slowdown and how deals are moving...
"An employee stock ownership plan (ESOP) is a tool business owners use to achieve three common exit objectives: 1. Leave the business soon 2. Leave the business with cash adequate enough for financial security 3. Leave the business to employees"An ESOP is touted as allowing business owners to cash...
"Common issues confronting acquirors involve retaining the target company’s key employees and protecting against the loss of business to defecting employees. A recent Delaware Court of Chancery decision addressed issues faced by an acquiror, where a group of the target company’s employees plotted...
Copyrights arise automatically when an original work is fixed in a tangible medium of expression. These rights include the exclusive right to copy the work, to distribute the work, to prepare derivative works based on the pre-existing work, and, for certain types of works, to perform and display...
Partially adapted from the "Training Manual on Technology Transfer", by United Nations Industrial Development Organization (UNIDO)Preliminary Statements Identification of the parties The opening paragraph should identify the parties to the agreement with their official names, addresses...
Structure of a Technology Transfer Agreement (check-list) Partially adapted from the "Training Manual on Technology Transfer", by United Nations Industrial Development Organization (UNIDO)Preliminary Statements Identification of the parties The opening paragraph should identify the...
For M&A, the basic policy is as follows:Foreigners are permitted to purchase small Chinese companies that the central government is not interested in managing.Foreigners are permitted to purchase large, state-owned enterprises that suffer from financial difficulty, provided the foreign investor...