This article will focuses on an Acquiror’s financing of an M&A transaction, whether through cash, use of existing Acquiror stock, issuance of new Acquiror stock, debt, assumption of Target debt or some combination thereof.
This article focuses on Public M&A, in which Target is a public reporting company under the Exchange Act.
This article provides an overview of two cases which highlight the importance of parties needing to negotiate in good faith. In particular, it notes that every right to negotiate process requires both parties to negotiate in good faith with the view of reaching an agreement about the relevant grand, regardless of there being a prior agreement about future grants.
This Top Ten examines ten hot-button privacy and data security issues and presents questions to help you gauge whether your organization is at risk, in the U.S. or abroad.
A brand communicates a message and elicits emotion. It is a philanthropic organization’s main asset, and must be assessed regularly. Read this article to learn more about creating and maintaining your brand effectively through trademark registration, brand management and trademark infringement prevention, and licensing your mark.
SPACs (“Special Purpose Acquisition Companies”) burst into mainstream popularity in 2020 as a financing alternative to traditional Initial Public Offerings (“IPOs”) and private placements after years of on-again-off-again vogue. While SPACs are not for every business financing need, they have largely shed an earlier sometimes negative reputation and emerged as a mainstream alternative in the palette of financing options. This article discusses SPACs and “Deal Points” on important considerations in the SPAC IPO and business combination process and what at all costs not to do.
The following article is a primer for non-lawyers in your company on how to use material adverse change ("MAC") clauses to your company's advantage. Because business people in your company may be more cautious about doing deals since Enron and WorldCom and other recent news-making events, the article explains the importance of the material adverse change ("MAC") clause in a deal document (1) to give your company (if a buyer) a vehicle to get out of a deal after having signed the agreement if the deal becomes unfavorable because of a change in the target company or (2) to give your company (if the seller or target) a way to lock in the buyer. This article will also help business people understand the importance of due diligence. The article is certainly not a substitute for personal advice from in-house counsel geared to the particular deal, but should help lay the groundwork for discussions.
The information revolution is responsible for quantum leaps in productivity and economic prosperity, but a downside has been the rise in a whole new class of crimes. With 8 primary elements, the comprehensive privacy protection and information security program described in this article is centered on people, processes, and technical management that is standards-based whenever possible.
A well-crafted, company-facilitated secondary offering of private company shares (a private secondary offering) enables pre-IPO companies to satisfy the liquidity needs of early investors and employees without becoming exposed to the burdens and risks associated with going public.
This article on mergers and acquisitions (M&A) reviews the principal U.S. tax considerations influencing M&A transaction structuring. 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 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.
About 85 percent of all corporate espionage incidents involve current or past employees. Use this article to implement strategies protecting trade secrets.
Corporations often use media to enhance their employees’ environment. Music can soothe or energize the listener, while movies can educate or inspire the viewer. However, no amount of relaxation or inspiration will protect you from being sued for copyright infringement. Learn when to license a performance or be prepared to face the music.
This article explores the takeaways from a UK case, which highlights the risks of bidding on a competitor’s trade name(s) (and/or variants thereof) that is/are confusingly similar to the bidder’s own trade name(s) as Internet search keywords.
This InfoPAK (now known as ACC Guides) provides a high-level overview on private acquisitions law and practice in Luxembourg.
This QuickCounsel discusses how companies faced with subpoenas for documents in discovery disputes under US law may position themselves to invoke the Foreign Sovereign Compulsion Doctrine, in light of the EU General Data Protection Regulation (GDPR).
When done right, an effective compliance program energizes rather than instructs employees to uphold ethical practices — leading to a better, brighter corporate culture.
Are you an old-story leader or a new-story leader? Find out where you stand in the spiritual awakening that is stirring in the workplace and why you should care.
This article is intended to provide a general guide to the matter of green bonds.
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