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.
Every now and then, a case comes along that shatters perceived wisdom and established practice. The “Woolsworths” case (as it has become known) is one of those cases. Up until this point, an employer embarking on a collective redundancy exercise could be fairly confident that the consultation obligations were triggered only if it proposed to dismiss 20 or more employees “at one establishment” within a 90-day period. For multiple site businesses, this threshold was usually applied to each place of work to give some flexibility before hitting this consultation obligation threshold. Breaking new ground, the EAT has now ruled that this approach is wrong. Read on to learn more.
Check out this 2014 Communicator Award-winning article! Litametrics is the application of analytics in a range of areas. The use of analytics is not new territory for most law departments that dabble in ediscovery, applying analytics to perform searches for documents. Litametrics can also empower counsel to make better and more informed decisions on building a legal team, budgeting and predicting outcomes of cases so the best strategy can be developed. Learn what Litametrics can do for you.
You give your sales manager daily updates but still hear that the contract you are negotiating with a customer is “stuck in legal.” You work incredibly hard but don’t seem to be getting results. The successful in-house lawyer knows how to meet his or her clients more than halfway. Knowing the right way and right time to reach out to, work with, and serve your business clients will drive your effectiveness, enjoyment and success as an in-house lawyer. This program for new and experienced in-house counsel will teach you how to move beyond pure legal analysis and into the advanced do’s and don’t’s of in-house practice: knowing your business and its goals, using advanced communication skills and picking your battles. The tips, tools and techniques presented will allow you to align with your business leaders while ensuring you hew to your core mission with integrity.
The Indian data protection legal regime is proposed to undergo a major overhaul with the enforcement of the Digital Personal Data Protection Act.
This article discusses In-house counsel internal strategies for compliance, including training of key stakeholders and conducting gap assessments.
The last time one of your employees left you for greener pastures, you couldn't say enough wonderful things about her to potential new employers. But this time is different. Where is the line drawn between giving an honest evaluation of an employee and defamation of character? Discover what you can say about employees (and to whom) without landing yourself in hot water.
The guide presents overviews on general data privacy laws on personally identifiable information, personal health information, financial information and other sensitive data in different jurisdictions around the world.
The Sarbanes-Oxley Act requires the audit committees of boards of public companies to establish procedures for the receipt and handling of whistleblower complaints regarding questionable accounting practices, including anonymous reports. This article explains the essential features of a compliant complaint procedure and offers a plan for guiding the audit committee through the implementation process.
Like many of the contracts in-house attorneys are tasked with drawing up and overseeing, developing commercial contracts involves a number of steps. This article provides you with each step in the process, discusses the challenges involved and new approaches to help address those challenges, and offers an example of how one such contract was created and implemented.
Members of ACC's Litigation Committee share their experiences of how developing vital relationships early during their in-house career resulted in fewer challenges for them and their company. Discusses choice of outside counsel, budgeting for litigation, managing client expectations, building a litigation team and understanding your company's insurance coverage.
Government contractors have been increasingly met with scrutiny, particularly since ex- government officials often go to work in that sector. Several legislative and regulatory initiatives have been implemented in order to prevent conflicts of interest on the part of government contractors. Given the current climate, it is more important than ever for those seeking a bid to identify, address and mitigate these “conflict of interest” issues.
The General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, No. 22 of 2022 places new obligations on Companies and other persons to register prescribed information regarding beneficial ownership following South Africa’s grey listing and recommendations made by the Financial Action Task Force.
The straight line may result in the shortest distance, but it is not always the best path. Your company wants to sell its products in Nicaragua, but learns it is less expensive and burdensome to import its products through Guatemala. How about setting up an insurance underwriter in the European Union? Most people think London would be the best location, but setting up the underwriter in Malta, with less cost and regulation, can get your company started and running more quickly. A panel of experts will discuss different approaches on how to enter international markets by using international treaties and agreements.
Learn about the significant implications (for data users and holders) of the Data Act proposed by the European Commission in February 2022, regarding who can use and access data generated by connected devices.
With new developments in social media, obscurity is starting to disappear. And while this may not change the world, it should change the way you think about communication.
This is a template for a business plan for the creation and management of a new legal department.
Read perspectives on how to adapt to an in-house life style after life at the big firms.
Learn about new laws in the United States which grant individuals expanded workplace rights and larger compliance obligations on organizations.
Learn about the implications of climate risk for the financial sector, financial risk, litigation, and greenwashing.
This intensive discussion will focus on related-party transactions entered into by a hypothetical multinational company and how you can recognize transfer pricing issues that arise from transactions involving goods, services and IP. Learn how to resolve common transfer pricing problems that arise before and after an IRS examination.
Collaborative and joint development arrangements can provide valuable economic and strategic opportunities to both parties. With careful intellectual property planning, collaborative development activities can be used to gain access to IP at a lower cost than developing or purchasing these assets while providing an opportunity to generate income from and open new markets for existing IP assets. The panel will review different types of collaborative agreements and discuss the related business and legal issues. Faculty will discuss strategies and best practices for developing and implementing a program and practical guidance for drafting and negotiating agreements to maximize IP value and achieve win-win outcomes.
Learn about the European Commission's new Standard Contractual Clauses which are effective as of December 2022, and the outlook for trans-Atlantic data transfers.
The National People Congress passed the Personal Information Protection Law ("PIPL") in China, effective November 1, 2021. This resource is an overview of the PIPL, including significant challenges it poses to companies' personal data practices.
This article discusses how corruption is one of the critical challenges multinationals face when doing business in China, and how pharmaceutical companies and the healthcare industry have been hit hard by the Chinese anti-corruption campaign.
Since the 2008 economic collapse, many in-house counsel have found themselves in transition (and typically not of their own accord). Instead of picking up a new hobby, why not hone the skills you already possess? This article provides six suggestions for keeping your legal skills active while in a transitional role.
Show results exclusively from the ACC Resource Library with customizable filters