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.
This 25-minute course explains the attorney-client privilege as it applies to our organization, as well as how to recognize and protect privileged materials and communications. (Licensed for use in classroom settings only and not for distribution in any form.)
There are numerous electronic signature tools available that enable your executives to sign from their laptop or mobile device, from anywhere they can connect to the Internet. Learn how to best instruct clients on taking advantage of this technology.
Learn about Hong Kong current law, proposed law, risks, and law enforcement related to crowdfunding.
Tips from ACC's past chairman of the board on raising the mundane label of compliance to the elevated status of exemplary corporate behavior.
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.
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 this multi-country guide, learn about the transfer of IP rights in a wide range of jurisdictions.
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 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 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 is a sample master materials purchase agreement.
A sample agreement on the delegation of business relating to the specified administration company of an IP address. Includes, among other provisions, amendment to IP address assignment rules, handling upon termination of the agreement, and relationship with the end user.
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.
This roundtable discussions of women in-house attorneys, representing a diverse range of seniority levels, industries and subject matter expertise, will discuss issues unique to women working in large corporations. Their insights will be of interest to a variety of ACC members, including women in-house attorneys seeking to climb the corporate ladder, in-house attorneys of both genders seeking to mentor women in their legal departments, women practitioners seeking to develop business with corporate clients, and male practitioners seeking to strengthen their relationships with the increasing number of female corporate executives.
This article focuses on the third of the three principal types of transaction structures used in mergers and acquisitions (M&A), Mergers, which means not a generic kind of business combination, but “statutory Mergers” executed pursuant to one or more states’ merger statutes, in which one company merges into another. 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.
A selection of informative resources on lobbying activities at the US federal and state levels.
This initiative is dedicated to information exchange between competition agencies,
as part of its ongoing work on capacity building and international cooperation.
The Committee on Foreign Investment in the United States is becoming increasingly assertive and expansive in conducting reviews of foreign transactions in and involving the United States. Discover if your company will be affected and how you can prepare.
Looking to achieve growth capital? Consider private equity investments. Whether you’re a new or experienced investor, these tips will help you prepare for and manage these transactions and relationships.
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