An “earn-out” is popular way to bridge valuation gaps in merger and acquisition transactions. Often, they involve some dispute between the acquiring company and the management of the acquired company regarding the financial performance of the acquired business or perceived hindrances to running the acquired business to achieve the earn-out. This program will be valuable to both the in-house lawyer proactively drafting and negotiating an earn-out clause, as well as the in-house lawyer seeking to enforce or defend an earn-out clause in litigation or arbitration.
Due diligence, choice of accounting and advisory firms, and banking and finance arrangements pose special challenges for in-house practitioners managing international mergers and acquisitions transactions. We will address how cross-cultural communication, ability to manage foreign outside counsel, knowledge of one’s company and understanding of M&A principles allows us to work across borders to achieve business objectives.
The purpose of this InfoPAK is to assist corporate counsel in understanding and making decisions about the Foreign Corrupt Practices Act and global anti-corruption law. Included is a summary of the Act, the role of the various government agencies, enforcement trends, and a discussion of steps companies can take to mitigate risk and fulfill their obligations under the Act. <p><b>Also included is a summary of anti-corruption laws in: Australia, China, Hong Kong, India, Indonesia, Japan, Malaysia, Mexico, Russia, Singapore, and Thailand.</b></p>
This white paper discusses some of the intricacies of Canada's Competition Law, with a specific focus on provisions related to coordination among competitors, abuse of dominance, and mergers.
In this insight report Allen & Overy legal experts comment on global M&A activity and trends across different sectors and regions.
By using this LOI, a foreign investor can outline its intention to purchase all or part of the registered capital in a domestic Chinese company that is not listed and may have subsidiaries. An LOI is also often referred to as a heads of terms, term sheet or memorandum of understanding. The LOI China is drafted for a single buyer and a single seller. It includes legally binding provisions relating to the exclusivity of negotiations and costs, and assumes that a confidentiality agreement has already been entered into. It has been drafted from the perspective of the foreign buyer and assumes that Chinese law applies.
An overview of issues related to the acquisition of a brand in an M&A deal. Focuses on issues in a post-acquisition context.
An intellectual property (IP) and information technology (IT) due diligence request list for use in connection with an M&A transaction. This request list is designed for IP specialists and is specific to IP and IT-related issues. This Standard Document has integrated notes<br />with important explanations and drafting tips.
If you're a bank and considering implementing a new Customer Identification Program or an organization looking to shore-up your current vendor due diligence process, remember to keep these ten things in mind.
Chinese M&A has become an increasingly important part of the global deal-making narrative. While appetites among Chinese acquirers for foreign assets were tepid as late as the mid-2000s, they have grown voraciously thanks to factors including weakened currencies in developed markets, attractive asset valuations overseas and China’s vast stable of cash-rich buyers positioned for overseas consolidation.