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.
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.
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.
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.
Learn about several aspects of compliance with state laws and regulations, including labor and employment aspects to setting up operations in a state, including minimum wage issues, IC v employee and "founder's syndrome;" and regulatory aspects, including sales tax exemptions, lobbying and campaign finance regulations.
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 short list explains the ten most significant cases, and provides some insightful practical takeaways, involving in-house counsel and ethical issues from the past 25 years within the United States.
In this multi-country guide, learn about the transfer of IP rights in a wide range of jurisdictions.
The agenda for Proxy Season 2013 included: pay for performance, including peer group construction methodology and realizable pay; board responsiveness to shareholder proposals; pledging, hedging and margin accounts; special issues for Canadian pay for performance; European policy updates; and board tenure in Hong Kong and Singapore. This panel will consider the handling of these issues and the lessons learned from 2013 for best practices going into the next proxy season.
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 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.
As data breach duties and consumer privacy rights become more pronounced, it is imperative to understand your customers’ expectations.
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.
When there's a new in-house counsel added to your team, or you might be the new one, you can follow these top ten suggestions to increase the probability of success in such a transition.
In this multi-country guide, learn about the rules on marketing undertakings for collective investment in transferable securities in Europe.
For items containing electronic parts there has been a rise in counterfeits. Recent regulations promulgated by the Department of Defense (DOD) address how to avoid procurement of counterfeits. Read this article if your company is a manufacturer or distributor of electronic parts.
Once you understand the principles, you will nd these a lot easier and more fun to build than you might think, and they can be really valuable — to your company and to your own reputation within it.
Teaching law school is an exciting opportunity for in-house counsel to share their practical knowledge and help develop the next generation of lawyers. View a compilation of course proposals, syllabi, and exams, that have been created and used by members of the in-house community who have taught or are teaching a class in law school.
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