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This article focuses on the second of the three principal types of transaction structures used in mergers and acquisitions (M&A), an Asset Purchase, and discusses specific issues and attributes of Asset Purchase deals, and in section III, reviews the common elements of Asset Purchase Agreements, the main transaction document used to put an Asset 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.

Remember when associating with some kids at school was enough to be labeled guilty by association? Today, transnational corporations that do business with corrupt foreign partners are faced with a similar, yet much more severe, situation. The DOJ and SEC are aggressively pursuing the slightest indication of FCPA violations. Regardless of whether your company is aware of its partner’s corrupt activity, it can still be held liable. Understand what might put your company at risk and how to prevent it.

This article describes the advantages of a virtual network, offering former in-house counsel with children a way back into the workforce as part-timers for the benefit of corporate legal departments.

607 - Best Practices in Tracking Environmental Law Worldwide

Tips from ACC's past chairman of the board on raising the mundane label of compliance to the elevated status of exemplary corporate behavior.

Learn about Hong Kong current law, proposed law, risks, and law enforcement related to crowdfunding.

Discusses how to maintain a company's financial integrity in a time of crisis by developing a strong FCPA compliance system, and analyzes the case of Monsanto Company that demonstrates how a company can use its financial predicament to ultimately build a best practices compliance program centered around meeting, and at times even exceeding, their legal obligations.

In this multi-jurisdictional guide, explore an overview of key legal issues, rules and developments regarding pharmaceutical advertising across a range of jurisdictions.

Practice Resources-October 2006

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.

In Hong Kong, employment contracts or HR policy must state clearly what amounts to sufficient disclosure over the acceptance of advantages and any outside remuneration, including moonlighting, and who has the authority to approve it. Training and awareness of relevant policies and approval authority are vital, as is a mechanism for declaring outside work.

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.

Learn how to develop a strong training program that prevents misconduct, improves employee morale, strengthens alignment with core values and promotes ethical behavior.

Climate change is upon us, and in-house counsel are struggling to mitigate risk in a warmer world. As the society-at-large moves toward a low carbon economy, companies are increasingly looking to the legal department to assess and disclose its environmental impact. The future of sustainability is here, are you ready for what’s next?

In the big picture world of project management, ensuring the overall success of a project is a project manager''s top priority. If a project goes wildly over-budget (as they often do), it will not be considered a success, even if it''s delivered on time and meets the customer or client needs. That''s why project managers need to better manage their project plans and budgets. Learn the strategies and techniques for maintaining control of your internal and external projects and budgets and preventing massive cost overruns. This session will help you identify and develop the building blocks and steps that, if followed as a single unit and truly embraced by the entire team, will provide the roadmap to project management perfection.

This article delves into the evolving landscape of social media investigations, covering best practices, legal frameworks, and strategic solutions to help employers conduct effective fact-finding and manage their workforce in the digital era.

This InfoPAK (now known as ACC Guides) gives a succinct overview of restraints of trade, monopolies and abuses of market power in the European Union.

In this multi-country guide, learn about the transfer of IP rights in a wide range of jurisdictions.

We are in the midst of a technological revolution — the information revolution. Yes, technologically, the information revolution is in full swing, but in the legal field, we are experiencing the pains of technological evolution.

In preparation for future innovation, in-house counsel should consider both the risks and the rewards of advancement to keep the company up to speed with the of the Internet of Things (IoT).

This is a list of resources related to the session.

This InfoPAK (now known as ACC Guides) provides a practical guide to a Q&A that gives an overview of the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities in Hong Kong.

This multi-jurisdictional guide covers issues related to criminal enforcement, regulatory and administrative enforcement, and requirements for financial institutions and other designated businesses.

This Opinion analyses the criteria set down in Article 7 of Directive 95/46/EC for making data processing legitimate. Focusing on the legitimate interests of the controller, it provides guidance on how to apply Article 7(f) under the current legal framework and makes recommendations for future improvements.

Starting a law department for an established company can seem like a daunting task. In this article, find out ways to make building and leading this endeavor easier and rewarding.