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.
An overview of mergers and acquisitions in Europe in 2021.
This article discusses the nuts and bolts of developing an effective anti-harassment policy and properly implementing it in the workplace.
Learn key developments regarding the private placement regimes of EU States and some non-EU States.
Fantasy Sports has been in the headlines lately as states and the federal government grapple with the legality of this $2 billion industry. This panel will examine the legal framework around this industry that boasts approximately 60 million participants in the US and Canada alone.
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).
This publication has been prepared by the lawyers of Meritas firms to provide an overview to foreign investors and business people who have an interest in conducting business in Latin America and the Caribbean.
This article explains whether private-sector employers are required to acknowledge federal holidays and provide premium holiday pay, it highlights Juneteenth National Independence Day and provides ways for companies to celebrate the holiday, and it summarizes federal contractor holiday pay requirements and religious accommodation obligations. Finally, this article underscores the importance of a holiday pay policy, identifies “do’s and don’ts” for holiday parties, and sets forth public-sector employer holiday pay requirements.
This guide provides corporate counsel and international practitioners with comprehensive jurisdiction-by-jurisdiction guidance to aviation laws and regulations around the world.
Issued covered in this guide include aircraft trading, finance and leasing, litigation, and dispute resolution.
This checklist is a tool and guide to necessary and optional elements to negotiate and document the principal agreement or deal document in an international or cross-border joint venture (“JV”) between a U.S. party or parties and one or more non-U.S. parties.
In the wake of changes to Chinese law, mergers and acquisitions have soared, increasing 300 percent from 2003 to 2004. M&A transactions in China are fraught with risks and complexities to be carefully evaluated and anticipated. This article explores the issues and strategies you need to help your company evaluate and structure M&A deals in China.
This article focuses on how to treat intellectual property (“IP”) and rights to IP in U.S. M&A transactions, particularly in the technology and life sciences sectors, in which IP often accounts for a substantial amount of Target’s value in the deal.
This is a sample drug and alcohol policy for FMCSA-covered employees
This is a sample temporary employment services agreement where Company 2 is in the business of providing temporary personnel, skilled, unskilled, and professional, as required.
In-house counsel at brand-owning companies are already well aware of the importance and value of any major company trademark but often lack a consistent policy for handling less critical marks. Third-party infringement of a lesser mark can still cause significant headaches. Prevent the nightmare situation of infringing on someone’s prior trademark, which can result in litigation, lost inventory and more.
In this multi-country guide, learn about the rules on marketing alternative investment funds in Europe.
Learn about the metaverse and related legal issues.
Depending on state law, making an employment decision based on off-duty conduct may be viewed as employment discrimination. Before throwing out the ashtrays, learn which legal issues must be addressed when implementing a “no smoking” ban on new hires.
These are Title 15, Commerce and Trade statutes and regulations.
You are deputy general counsel of a Fortune 500 children’s entertainment conglomerate. One day, the vice president of marketing comes into your office and says, “We need to form a tight bond with the Fish Are Friends, Not Food Foundation. They are doing amazing work and getting great press for it. We need their brand to promote our new character, ‘Smiley the Shark.’” If you’re unsure of what steps to take to get the deal done, read this article.
Learn from representatives of prime upper- and lower-tier subcontractors how to review, track and explain the numerous federal acquisition rules (FARs) that are often incorporated by reference into contracts of all sizes and types, including the differences between optional and mandatory flow-down clauses and exceptions to incorporated clauses in other non–FAR related statutes.
This guide provides corporate counsel and international practitioners with comprehensive jurisdiction-by-jurisdiction guidance to insurance and reinsurance laws and regulations around the world.
Imagine you are in house at a digital/eCommerce company and your business team approaches you with plans to start selling internationally. They regale you with grand promises from global payment providers: "They'll take care of everything—local website, language translation, exchange rate, payment facilitation, etc. It's plug and play!" Not so fast. Before you get moving, there are a myriad of other essential pieces to consider: Will you be shipping physical products - if so, how and from where? Have we thought about customs duties, local product regulations, corporate tax implications, terms and conditions, and IP rights? Are there marketing and advertising restrictions in local countries? What data protection and security issues will we face? Join this session to delve into the many issues consumer-facing companies should address when seeking to expand globally.
This QuickCounsel (Quick Overview) outlines what companies could have done and should be doing to protect their data against cybersecurity threats.
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