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Articles

Top Ten Considerations Regarding Capital Investment in Brazil

By Patricia Barcellos and Laercio Pellegrino Jr. (Terciotti Andrade Gomes Donato Advogados, a Primerus member firm)

Brazil is among the ten largest economies in the world, and it represents one of the largest domestic markets in the world. This article aims at showing the main considerations one should have when planning to invest in Brazil.

Articles

NASDAQ and NYSE File Proposed Listing Standards for Clawback Rules

By Latham & Watkins LLP

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.

Articles

Mergers & Acquisitions X: Financing M&A: Deal Points

By Owen Kurtin, Kurtin PLLC

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.

Articles

Netherlands Corporate Alert: UBO Registrations of Trusts and Funds for Joint Account (Eversheds Sutherland)

By Eversheds Sutherland

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.