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.
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.
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.
Michael McCoy works for the global technology distributor Avnet, Inc. He currently serves as vice president and corporate secretary, providing oversight for corporate governance, financing, securities regulation, subsidiary maintenance, employee benefit plans, insider trading policies and stock repurchases. Read this article to learn why McCoy was honored with a “Rising Star of Corporate Governance” award from the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.
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.
Recently, sophisticated prioritization algorithms, called technology-assisted review software, have made ediscovery more efficient and cost-effective. But are these programs right for risk-averse in-house lawyers? Is its technology defensible and scientific, and how do courts view it? This article addresses these questions.
Womble Bond Dickinson’s second annual analyzes the fast-evolving global data privacy law landscape and, for the first time, includes over 200 respondents from both the US and UK.
Some topics include the growing use of biometric data and artificial intelligence (AI), differences between operating in the US, the UK, Europe and more.
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?
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.
Amid emerging industry giants like Airbnb, the modern corporate world is being increasingly dominated by startups run by young executives. Before dismissing working at a young company, think of the startup world as an exciting new frontier and consider the value of embracing the opportunity.
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).
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) 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.
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 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.
News, Notes & Datebook Information
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 ACC Guide (InfoPak) provides an overview of the fair use doctrine under US law, and offers guidance in navigating its application.
Thanks to the Sarbanes-Oxley Act, public companies face potential civil and criminal liability and new internal reporting obligations. Read this article to prepare your company to respond if a whistleblowing complaint comes in.
Show results exclusively from the ACC Resource Library with customizable filters