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701 ABC's of Intellectual Property Due Diligence for M&A Transactions

Discusses the acquisition and divestiture process, focusing on three phases: preparing for a transaction, completing a transaction, and integrating a transaction. Also includes practical tips for a successful transaction.

This webcast provided insights into the opportunities for doing business with companies in chapter 11 proceedings, key indicators of pitfalls for technology and software due diligence, creative ways to limit credit exposures, how to avoid and defend preference and fraudulent transfer suits and acquiring assets from troubled companies.

Covers issues regarding new environmental disclosure obligations where the concerns about disclosure have been heightened in light of the Sarbanes-Oxley law, the FIN 47 guidance, as well as recent SEC enforcement action that was taken against Ashland. Discusses new environmental due diligence rules that are going into effect as a result of the Brownfields Amendments of 2002 and EPA's final all-appropriate inquiry rule.

Topics include: finding the minimal standard expected with risk assessment, the role of in-house counsel in the increasingly common corporate social responsibility efforts, the trends emerging in compliance and ethical leadership efforts, and how much information a company should release to the public about its efforts in a culture of ethics and compliance.

Provides a review of the basic legal and practical components for any company undertaking a private offering and provides insights into the important features in any private placement, including a discussion of available registration exemptions, the essential matters to address in offering materials, and aggregation of offerings.

Sample Foreign Investment Form for the Acquisition of Newly Issued Stock
Chi-Hyoung Cho, Hwang Mok Park, P.C.

Sample form required for foreign entities acquire newly issued stock in Korea.

Resource Details
Interest Area: Financial Services, Corporate, Securities, and Governance, Commercial and Contracts
Source: Resource Library
Region: South Korea
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Memo - Process for Dissolving a Delaware Corporation
Anonymous

Dissolution of a Delaware corporation / closing a subsidiary. Includes details of dissolution process, Delaware statutory dissolution procedures, and other considerations.

Resource Details
Interest Area: Commercial and Contracts, Corporate, Securities, and Governance, Compliance and Ethics, Employment and Labor
Source: Resource Library
Region: United States
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Heads of Agreement
Johnson Stokes & Master, a Lex Mundi Member Firm

An agreement between a prospective purchaser to the seller indicating the terms upon which they have agreed in principle to the purchaser's acquisition from the seller of its shares in a private limited company in Hong Kong. Agreement is drafted in letter form on the following assumptions, that: the draftsperson is acting for the purchaser; there is a single seller and single purchaser; and a confidentiality agreement and/or exclusivity agreement may or may not have already been entered into.

Resource Details
Interest Area: Commercial and Contracts, Corporate, Securities, and Governance
Source: Resource Library
Region: Hong Kong
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Contract for Transfer of Shares
Svetlin Adrianov, Lega
InterConsult Penkov, Markov and Partners, Law Offices, a Lex Mundi member

A sample agreement for the transfer of shares between a Bulgarian and a German company.

Resource Details
Interest Area: Commercial and Contracts, Corporate, Securities, and Governance
Source: Resource Library
Region: Bulgaria
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