The practical consequences of a new regulation, adopted by the European Union on December 14, 2022, on M&A transactions of a certain size will be considerable as of 2023 and may, above certain thresholds, concern all companies, European or non-European, benefiting from financial contributions from any country outside the European Union when the subject of the M&A transaction includes a business located in the European Union.
This article reviews principal corporate, commercial and regulatory (compliance) considerations when forming exempt from ICA registration Private Funds.
This article focuses on how to treat intellectual property (“IP”) and rights to IP in U.S. M&A transactions, particularly in the technology and life sciences sectors, in which IP often accounts for a substantial amount of Target’s value in the deal.
This article focuses on Public M&A, in which Target is a public reporting company under the Exchange Act.
This article will focuses on an Acquiror’s financing of an M&A transaction, whether through cash, use of existing Acquiror stock, issuance of new Acquiror stock, debt, assumption of Target debt or some combination thereof.
If approved by the SEC, the Nasdaq proposal will become a new Nasdaq listing Rule 5608 and the NYSE proposal will become new Section 303A.14 in the NYSE Listed Company Manual. Both proposals conform closely to the language in Rule 10D-1 with some enhancements. This Client Alert provided by Latham & Watkins summarizes the nuances in the stock exchange proposals that will apply to companies listed on each exchange.
As of 1 November 2022 trusts and funds for joint account (fondsen voor gemene rekening) will be required to register an Ultimate Beneficial Owner (uiteindelijke belanghebbende) (UBO) with the Dutch UBO Register as managed by the Dutch Chamber of Commerce. The initial registration for existing trusts and funds for joint accounts with the UBO Register will need to be completed before 1 April 2023. A trust with a trustee located in the Netherlands must register its UBO. The same applies, for example, in case a fund for joint account is created under Dutch law. Note that the criteria that apply to determine whether a UBO of a trust or fund for joint account qualifies for registration are different from (and wide in scope) those applied to Dutch legal entities.
This article highlights what firms need to consider during their journey of digital transformation and investments in data opportunities, more specifically in the context of corporate transactions and reorganizations.
This is a legal and regulatory playbook of some of the most important themes that will play out in 2023 in India.
The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. In this resource, Latham & Watkins summarizes the guidance that will likely be applicable to most companies