This article focuses on how to pay the “Acquisition Consideration,” the purchase price for the business being acquired, with cash, stock, assumption of debt, a combination, or some other form of payment. Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
This article on mergers and acquisitions (M&A) focuses on the preliminary documentation used to frame an M&A transaction, usually Memorandums of Understanding (“MOUs”), Letters of Intent (“LOIs”) and Term Sheets (each or collectively, a “Preliminary Document”). Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
This article on mergers and acquisitions (M&A) reviews the principal U.S. tax considerations influencing M&A transaction structuring. Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
This article focuses on one of the three principal types of transactions used in merges and acquisitions (M&A), a Stock Purchase, and discusses specific issues and attributes of Stock Purchase deals, and in section III, reviews the common elements of Stock Purchase Agreements, the main transaction document used to put a Stock Purchase deal together. Following the discussion are “Deal Points” on important considerations in the purchase or sale of a business: what to do, and what at all costs not to do.
The Australian Securities & Investments Commission (ASIC) published Information Sheet 272 (INFO 272) and Report 728 (REP 728) on the eve of the corporate collective investment vehicle’s (CCIV) commencement. With the commencement of the CCIVs on 1 July 2022, ASIC released 7 regulatory guides on 23 June 2022, relating to the registration and licensing requirements for CCIVs. INFO 272 provides much needed clarity on how both the CCIV itself and its initial sub-funds are to be registered.
On May 4, 2022, California Governor Gavin Newsom issued an executive order on digital assets largely echoing the positive sentiments of President Biden’s February executive order. The order looks to create transparent regulation around digital assets and drive innovation into the state. By directing state agencies to engage in a cooperative discussion with stakeholders and developers in web3, California sought to create an informed supplement to the federal report on digital assets, that were due in September 2022.
The “Lummis-Gillibrand Responsible Financial Innovation Act,” lays out a bold agenda for legal reform across multiple regulatory regimes aimed at clarifying legal requirements for regulated entities to issue, trade, and provide services related to certain digital assets. This article provides a brief summary of 10 impactful provisions from the bill.
Companies doing deals and business in the European Union may soon see more red tape added to the already complex set of European regulations on merger control, EU state aid and foreign investment control. On 30 June 2022, the European Parliament and the Council announced their agreement on a new regulation, which will give the European Commission (EC) far-reaching powers to intervene in, and possibly prohibit, M&A transactions and public tender bids involving companies that have received apparently distortive foreign subsidies from non-EU governments. This article discusses the EU Foreign Subsidies Regulation (FSR) that allows the EC to review transactions affected by foreign subsidies and to remedy any possible distortive effects.
Summary Plan Descriptions (SPDs) are an essential mechanism for employers to use when informing employees and participants of benefits offered under their plans. SPDs tell employees and plan participants what the plan documents say, including what their benefits are, what they need to do in order to get a benefit, and how those benefits are going to be paid to them. Therefore, it is important that SPDs are correct and accurate and sent to everybody who needs to get them.
This article discusses some of the key do’s and don’ts with respect to SPDs.
On June 23, 2022, the Supreme Court of the United States issued its decision in New York State Rifle & Pistol Association v. Bruen, which significantly expanded Americans’ right to bear arms as guaranteed by the Second Amendment. More accurately, the Court significantly curtailed a state’s ability to restrict Americans’ right to publicly carry arms for self-defense. The Bruen decision does not mention the workplace. Nor does the ruling apply directly to the rights of private employers or prevent businesses from enforcing their own restrictions on possession and carry of firearms at their facilities (which the Court indirectly endorsed). The opinion will, however, undoubtedly impact businesses and employers now and in the future. Indeed, in addition to serving as the impetus for a likely increase in guns carried in public generally, the decision will also provide the foundation for subsequent challenges of private restrictions, including workplace bans on guns. Whether those challenges will bear any fruit remains to be seen. What is clear is that Bruen brought gun laws back to the forefront of the national consciousness, and with it a reminder for employers to revisit their workplace restrictions, as well as the law of the state(s) in which they operate.