Recent Articles

Hart-Scott-Rodino Rules: DOJ And FTC Final Changes To Merger Reporting Form

Anthony Cerminaro
July 19, 2011 14:19

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:

FCPA Due Diligence Checklist

Anthony Cerminaro
May 03, 2011 15:17

"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 vs Spin ... -Offs, that is

Anthony Cerminaro
February 03, 2010 15:31

"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...

Hard Times Business Acquistions

Anthony Cerminaro
September 22, 2009 16:12

"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...

Using ESOPs to Transfer a Business to Employees

Anthony Cerminaro
July 24, 2009 16:01

"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...

Lessons on Retaining Key Target Employees

Anthony Cerminaro
June 28, 2009 15:15

"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...

Copyright Licensing in a Nutshell

Anthony Cerminaro
December 17, 2008 15:05

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...

Checklist for a Technology Transfer Agreement

Anthony Cerminaro
May 01, 2008 19:05

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...

Technology Transfer Agreement Checklist

Anthony Cerminaro
May 01, 2008 18:56

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...

How M&A Works in China

Anthony Cerminaro
February 29, 2008 19:36

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...