Rapid Dispositions Handbook
|
|
- Blanche Williamson
- 8 years ago
- Views:
Transcription
1 Rapid Dispositions Handbook Second Edition
2
3 Rapid Dispositions Handbook Baker & McKenzie Second Edition
4
5 Baker & McKenzie 2007 All rights reserved. Save where otherwise indicated, law and practice are stated in this book as at January 1, DISCLAIMER: The material in this book is designed to provide general information only. It is not offered as advice on any particular matter, whether it be legal, procedural or other, and it should not be taken as such. The precedent documents included in this book have not been prepared with any particular transaction in mind. Baker & McKenzie, the editors and the contributing authors expressly disclaim all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or part of the contents of this book. No reader should act or refrain from acting on the basis of any matter contained in this book without seeking specific professional advice on the particular facts and circumstances at issue. References in this book to Baker & McKenzie include Baker & McKenzie International and its member law firms, including Baker & McKenzie, LLP. Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a partner means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an office means an office of any such law firm.
6
7 EDITORS NOTE Rapid Dispositions Handbook Editors Note Baker & McKenzie was founded in For more than 50 years, Baker & McKenzie has provided sophisticated advice and legal services to many of the world s most dynamic and successful organizations. With a network of 3,400 locally qualified, internationally experienced lawyers in 38 countries, Baker & McKenzie has expertise in all of the disciplines that are typically relevant to a business disposition transaction. Working in experienced inter-disciplinary teams to advise on corporate, securities, tax, antitrust/competition, commercial, intellectual property, finance, employment, employee benefits, IT, environmental, real property, trade and other compliance and regulatory matters, Baker & McKenzie is in a unique position to assist companies in planning and implementing disposition transactions and to deliver integrated solutions which take into account all relevant business and legal factors. This handbook is intended to help clients (lawyers and non-lawyers) understand the breadth and depth of business and legal considerations associated with disposition transactions and suggests some ways to navigate the transaction journey. This handbook is not a comprehensive treatise; it seeks only to provide a framework for those contemplating a disposition. This handbook was first published in 2003 and this second edition has been updated principally to include updated sample documents contained in the appendices. Baker & McKenzie publishes several other handbooks, including the Related Publications listed below, that look at other transactions in greater depth. Related Publications Cross-Border Transactions Handbook a guide to major legal issues to consider when embarking on a cross-border transaction. International Joint Ventures Handbook a practical guide to assist the business and legal team when assessing, structuring and implementing joint ventures. Post-Acquisition Integration Handbook a guide to major legal issues to consider when integrating an existing and newly acquired business operating in the same field, to save costs, develop synergies and generate value for shareholders. Acquiring Companies and Businesses in Europe a country-by-country introduction to the main legal issues to consider when contemplating an acquisition in Europe. Guide to Mergers and Acquisitions in Asia Pacific a country-by-country introduction to the main legal issues to consider when contemplating an acquisition in Asia Pacific. A Legal Guide to Acquisitions and Doing Business in the United States of America an overview of several areas of US law that are of interest for non-us companies who either plan to enter the US market or already conduct business in the United States. Some editions are focused on investing companies from particular jurisdictions (including Austria, Germany and Switzerland). For further details on any of the information contained in this handbook or to obtain copies of any of the related publications listed above, please contact your Baker & McKenzie contact partner. Further details on the firm, our people and our practice may be found at
8 Rapid Dispositions Handbook Editors Note This handbook is a product of the efforts of numerous lawyers throughout Baker & McKenzie, including the contributors listed below. The editors are extremely grateful to these knowledgeable lawyers for their hard work. Contributing Lawyers Shane Byrne, San Francisco Regine Corrado, Chicago Eliab Erulkar, New York Michael Fieweger, Chicago Peter George, Chicago Stuart Hopper, London Helen Mantel, Chicago Paul McCarthy, Chicago Emery Mitchell, San Francisco John Morrow, Chicago Lewis Popoff, Chicago Dieter Schmitz, Chicago Peter Tomczak, Chicago
9 Rapid Dispositions Handbook Table of Contents TABLE OF CONTENTS SECTION 1 OVERVIEW...1 SECTION 2 MANAGING THE DISPOSITION Assembling the Transaction Team Communications Plan Technology...10 SECTION 3 PRE-DISPOSITION PREPARATION Structuring the Transaction Defining the Target Business Internal Due Diligence Review Antitrust Considerations Accounting Considerations...29 SECTION 4 IMPLEMENTATION Managing an Auction Managing the Data Room Documenting the Transaction...39 SECTION 5 RISK MANAGEMENT AND ALLOCATION Risk Assessment and Management Understanding Risk Allocation in the Acquisition Agreement Managing Specific Risks Protecting Privilege and Work Product...63 SECTION 6 CROSS-BORDER DISPOSITIONS Project Management Internal Acquisition Review Regulatory Issues Structuring...76 APPENDIX 2.1 DISPOSITIONS FLOWCHART (DOMESTIC)...79 APPENDIX 3.1 MERGER CONTROL ANALYSIS...91
10 Rapid Dispositions Handbook Table of Contents APPENDIX 4.1 SUMMARY SCORECARD APPENDIX 4.2 SOLICITATION LETTER APPENDIX 4.3 INTEREST LETTER APPENDIX 4.4 BID PROCEDURE LETTER APPENDIX 4.5(a) DATA ROOM PROCEDURES AND RULES - PHYSICAL DATA ROOM APPENDIX 4.5(b) DATA ROOM PROCEDURES AND RULES - VIRTUAL DATA ROOM APPENDIX 4.6 DATA ROOM CHECKLIST APPENDIX 4.7 DATA ROOM INDEX APPENDIX 4.8 DATA ROOM REVIEW STATUS CHART APPENDIX 4.9 QUICK REFERENCE GUIDE FOR DATA ROOM ATTENDANT APPENDIX 4.10 QUERY TRACKING CHART APPENDIX 4.11 SAMPLE CONFIDENTIALITY AGREEMENT APPENDIX 4.12 SAMPLE LETTER OF INTENT APPENDIX 5.1 RISK MANAGEMENT MATRIX APPENDIX 5.2 APPROACH TO RISK ALLOCATION PROVISIONS APPENDIX 6.1 DISPOSITIONS FLOWCHART (CROSS-BORDER) BAKER & MCKENZIE OFFICES WORLDWIDE...305
11
12
13 SECTION 1 OVERVIEW Rapid Dispositions Handbook Section 1 - Overview Business dispositions are a normal part of corporate life and occur in many different circumstances. For some companies, a disposition may be an exceptional event driven by economic necessity or the need to focus on key business lines. For other companies, including private equity investors, dispositions may be a part of a planned exit strategy from a particular investment or business relationship. Whatever the circumstances in which the disposition is made, sellers objectives are largely the same, namely to: achieve certainty of execution; maximize proceeds; reduce the amount of management time absorbed by the process; shorten the time frame within which the transaction is accomplished; control the costs associated with the deal; and avoid the retention or assumption of liabilities. The successful attainment of these goals depends on the successful planning, organization and coordination of the business and legal teams. This handbook describes and collects best practices in managing a business disposition to help achieve these goals and focuses on the following key areas: transaction management; pre-disposition preparation; implementation; risk-management; and special considerations in cross-border dispositions. In addition, some valuable know-how and tools have been included as appendices to assist in structuring and managing a business disposition. Materials have been Baker & McKenzie 1
14 Rapid Dispositions Handbook Section 1 - Overview included that are intended to be useful both to companies considering ad hoc dispositions and to those companies seeking to institute a program of proactive dispositions. For example, Appendix 2.1 is a flow chart of the decisions, information and actions that typically come into play in a domestic disposition transaction. For a company with a large in-house legal department, this type of business process tool can be useful in defining and standardizing the in-house team s approach to dispositions. For a company that relies heavily on outside advisors, a better understanding of the dispositions process can help the in-house team to better manage outside counsel and determine how to allocate its scarce legal resources to the disposition. 2 Baker & McKenzie
Client Alert. Corporate / Mergers & Acquisitions Tokyo. Warranty & Indemnity Insurance. What is it? Is it important? March 2015
Corporate / Mergers & Acquisitions Tokyo Client Alert March 2015 Warranty & Indemnity Insurance What is it? It is an insurance designed to protect the buyer or the seller from financial loss that would
More informationCross-Border Joint Ventures. F. Miguel Noyola Partner, Baker & McKenzie LLP
Cross-Border Joint Ventures F. Miguel Noyola Partner, Baker & McKenzie LLP March 2011 Table of Contents Overview... 1 Basic Considerations... 1 Structure... 2 1. Note on Tax Strategies... 2 2. Jurisdiction
More informationWealth Management. Instinctively global
Wealth Management Instinctively global In an integrated global economy clients need an integrated global law firm The wealth management landscape is changing and with it the needs of our clients. An instinctively
More informationCorporate Reorganizations Capabilities
Corporate Reorganizations Capabilities Attorney Advertising Table of Contents Commercial Pragmatists: Our Global and Local Reorganizations Practice 4 Your German Reorganizations Team 5 Project Management
More informationthe paris office Elizabeth Naud and Luc Poux, architects
the paris office Elizabeth Naud and Luc Poux, architects dllp Our commitment is to be the definitive source of practical advisory services and our clients most powerful advocates. DECHERT LLP In-depth
More informationPost-Acquisition Integration Handbook
Post-Acquisition Integration Handbook Expanded and Updated Content, including Global Compliance Issues 2011 Edition Post-Acquisition Integration Handbook Baker & McKenzie Baker & McKenzie 2011 All rights
More informationBaker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with
Baker & McKenzie LLP is a member firm of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations,
More informationGrowth by acquisition.
Forward thinking Growth by acquisition. A practical guide for owner-managed businesses Acquisitions can be an excellent means of enhancing shareholder value in a privately owned business. However, selecting
More informationMEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL, A SWISS VEREIN ISTANBUL
MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL, A SWISS VEREIN ISTANBUL Local Dynamism Nuanced insight into local legal and business issues Turkey is one of the fastest growing economies in the world. Keep
More informationINTERNATIONAL PRACTICE
INTERNATIONAL PRACTICE Shulman Rogers' International Practice Group unites under one umbrella a wide variety of experience and resources to meet the international legal needs of our foreign and domestic
More informationDEFINITIVE ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY LLP
European Funds Practice DEFINITIVE ADVICE PRACTICAL GUIDANCE POWERFUL ADVOCACY LLP European Funds Practice Dechert s international Financial Services Practice features an industry-leading group of experienced
More informationHow To Rate A German Law Firm
Taxation International Firm OVERVIEW AWARDS & RECOGNITION McDermott Will & Emery is an international law firm with more than 1,100 lawyers in 18 locations. In addition to our offices in Boston, Brussels,
More informationCorporate Compliance Global. Mergers & Acquisition
Corporate Compliance Global Mergers & Acquisition B LE CONFIDENTIAL 2011 Baker & McKenzie. All rights reserved. ROU Global Corporate Compliance CONFIDENTIAL 2011 Baker & McKenzie. All rights reserved.
More informationSecond Annual Conference September 16, 2015 to September 18, 2015 Chicago, IL
Second Annual Conference September 16, 2015 to September 18, 2015 Chicago, IL Mergers and Acquisitions Primer for Service Contract Providers Brian T. Casey, Esq. Partner, Co-Chair Regulatory & Transactions
More informationPrivate Equity and Infrastructure. Tailor-made services for the Private Equity industry
Private Equity and Infrastructure Tailor-made services for the Private Equity industry 2 CREDIBLE RELIABLE CONNECTED ALTER DOMUS Private Equity ALTER DOMUS Alter Domus is a leading European provider of
More informationIndia. Doorway to opportunities
India Doorway to opportunities We have the key India s development plays an increasingly active role in the global economy and presents significant business opportunities. As clients manage and explore
More informationNine Gould & Ratner LLP Attorneys Named Illinois Super Lawyers; Five Attorneys Named "Rising Stars" for 2013
Nine Gould & Ratner LLP Attorneys Named Illinois Super Lawyers; Five Attorneys Named "Rising Stars" for 2013 Contact: Mary Bedke 312.899.1676 mbedke@gouldratner.com FOR IMMEDIATE RELEASE CHICAGO January
More informationGlobal Information Technology & Communications 2012. Global Privacy and Data Protection
Global Information Technology & Communications 2012 Global Privacy and Data Protection Contents 1. Leading Global Privacy and Information Management Practice 2. Privacy and Data Protection 3. Sound and
More informationMSCI Global Minimum Volatility Indices Methodology
MSCI Global Minimum Volatility Indices Methodology Table of Contents Section 1: Introduction... 3 Section 2: Characteristics of MSCI Minimum Volatility Indices... 3 Section 3: Constructing the MSCI Minimum
More informationWTAS Valuation Services Group
WTAS Valuation Services Group Information & Overview March 2014 Presented to 1 Table of Contents I. WTAS Valuation Services Overview II. WTAS Overview III. Services Offering IV. Approach V. Professionals
More informationGlobal Services and Capabilities
Global Services and Capabilities Our team of experts offers an unmatched combination of economic credentials, industry expertise, and testifying experience. GLOBAL SERVICES AND CAPABILITIES Insight in
More informationWealth Management. Global. Informed choices
Wealth Management Global Informed choices YOUR CHALLENGE There are many legal intricacies to growing and preserving wealth. Wealth management paradigms are shifting as transparency developments take hold
More informationHow does a venture capitalist appraise investment opportunities?
1 How does a venture capitalist appraise investment opportunities? Michael Queen - Finance Director, 3i Group plc A presentation to: 23 Pensions Convention 2 June 23 A How presentation does a venture to:
More informationLife & Protection. Scott Ham CEO. John Hunter COO. Analyst & Investor Conference
Life & Protection Scott Ham CEO John Hunter COO Analyst & Investor Conference New York City, December 2010 Key messages Grow profitable new sales Leverage expertise to increase recruiting and expand existing
More informationLife Sciences & Healthcare
Life Sciences & Healthcare 03 Taylor Wessing is a leading European law firm advising life sciences and healthcare businesses, those who fund them and those who work for them Taylor Wessing has been voted:
More informationThe Role of the Financial Advisor in an M&A Transaction. Andrea Foti 23 November, 2015
The Role of the Financial Advisor in an M&A Transaction Andrea Foti 23 November, 2015 My background 1999 Investment Banking (Internship) Rome 2000 Degree in Business Rome 2000 Financial Institution Strategy
More informationIntroducing Our Firm
Introducing Our Firm Management consultants to the professional services sector. 2 Our Clients We serve the professional services sector and related businesses worldwide. Our clients are based in the United
More informationBaker & McKenzie Winmark Partnership Some background on our firm and global tax practice
Baker & McKenzie Winmark Partnership Some background on our firm and global tax practice Our Client Service Principles Be uncompromising on quality Always wear a global hat Be passionately responsive Bring
More informationTetragon Financial Group Limited ( TFG )
Tetragon Financial Group Limited ( TFG ) 29 October, 2012 THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY OF TFG. THIS INFORMATION
More informationTo date, U.S. federal courts have imposed monitors for violations of competition laws in two matters:
Alternative Remedies Corporate Monitors and U.S. Antitrust Enforcement 2014 ICN Cartel Workshop October 3, 2014 (Taipei, Taiwan) Robert W. Tarun Robert.Tarun@bakermckenzie.com Baker & McKenzie LLP is a
More informationM&A in 2015: Successor Liability Under the FCPA. Norton Rose Fulbright US LLP Thursday, February 26, 2015
M&A in 2015: Successor Liability Under the FCPA Norton Rose Fulbright US LLP Thursday, February 26, 2015 Speaker Marsha Z. Gerber Partner Norton Rose Fulbright US LLP Marsha Gerber is a partner in the
More informationDelaware 000-50703 14-1839426 (State or other jurisdiction of incorporation)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 7, 2014 (Date
More informationSelecting and managing International law firms The right choices for your overseas expansion
Selecting and managing International law firms The right choices for your overseas expansion As business expands globally, the need to find and manage international law firms has become a greater priority.
More informationMergers & Acquisitions. Turnaround & Restructuring. Litigation Support & Expert Testimony. Valuation Services
Turnaround & Restructuring Litigation Support & Expert Testimony Mergers & Acquisitions Valuation Services Turnaround & Restructuring Turnaround & Restructuring Turnaround & Restructuring MCA Financial
More informationMSCI AUSTRALIA SELECT HIGH DIVIDEND YIELD INDEX
INDEX METHODOLOGY MSCI AUSTRALIA SELECT HIGH DIVIDEND YIELD INDEX March 2014 MARCH 2014 CONTENTS 1 Introduction... 3 2 Constructing the MSCI Australia Select High Dividend Yield Index... 4 3 Maintaining
More informationHow To Work At Sensiba San Filippo Llp
M&A Practice Overview Build. Grow. Soar. www.ssfllp.com 925.271.8700 ABOUT SENSIBA SAN FILIPPO Sensiba San Filippo LLP (SSF) is a leading regional accounting, tax, and business-consulting firm focused
More informationConsidering succession planning or selling your dealership?
Deals www.pwc.com/ca/deals Considering succession planning or selling your dealership? Our trusted advisors will help you achieve success on your terms M&A spotlight: Driving for change Future outlook
More informationMergers - Strategic Objectives of a Firm
Moving forward with mergers Nelsons Connect2Law Conference 4 October 2012 Andy Poole Legal Sector Director Armstrong Watson Moving forward with mergers Why mergers are back on the agenda How mergers can
More informationCapturing markets. Thailand
Capturing markets Thailand Capturing markets Companies think outside of the box by way of bold ideas, demonstrating their willingness to grow and develop. In doing so, risks are to be minimised and opportunities
More informationClient Memorandum. Funds. Global. Private Fund Investment Advisers Registration Act of 2009
Funds Global Client Memorandum Private Fund Investment Advisers Registration Act of 2009 On July 15, 2009, the Obama Administration proposed the Private Fund Investment Advisers Registration Act of 2009
More informationIntroducing Our Firm
Introducing Our Firm The Professional Services Advisory Firm. 2 Our Clients We serve the professional services sector and related businesses worldwide. Our clients are based in the United Kingdom, Continental
More informationTHE NEW WAY IN PROFESSIONAL SERVICES
THE NEW WAY IN PROFESSIONAL SERVICES THE NEW WAY IN PROFESSIONAL SERVICES VALUE At Ash St. our absolute commitment is to client satisfaction in all aspects of our work including certainty around pricing.
More informationBUSINESS CONSULTING & EXIT PLANNING STRATEGIES
BUSINESS CONSULTING & EXIT PLANNING STRATEGIES 455 N. Cityfront Plaza Dr., Suite 2600 Chicago, Illinois 60611-5379 T: F: 312.670.8301 Next Plateau Consulting LLC is a Chicago-based consulting firm dedicated
More informationProtecting Electronic Data and Trade Secrets
Protecting Electronic Data and Trade Secrets Presenter: Robert W. Kent, Jr. Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology
More informationAdding value. United Kingdom
Adding value United Kingdom Adding value We strive to create a clear value added for our clients through all our services be it legal advisory, tax audits or resolving business management issues. Rödl
More informationMSCI Core Infrastructure Indexes Methodology
Index Methodology MSCI Core Infrastructure Indexes Methodology January 2015 msci.com Contents 1 Introduction... 3 2 Constructing MSCI Core Infrastructure Indexes... 3 2.1 Country and Constituent Selection...
More informationEye-on-China Webinar Series. Befriend the Chinese Tiger Keep Risk At Bay and Optimize Your China Opportunities
Eye-on-China Webinar Series Befriend the Chinese Tiger Keep Risk At Bay and Optimize Your China Opportunities Eye-on-China Webinar Series Taxation of Foreign Investors in China: Dramatic Climate Change
More informationInternational Joint Ventures Handbook
International Joint Ventures Handbook International Joint Ventures Handbook This may qualify as Attorney Advertising requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome.
More informationYour Target Market. Taking Your Company Global. International Tax & Accounting Services
Your Target Market Taking Your Company Global & Company www.rowbotham.com (415) 433-1177 consulting@rowbotham.com San Francisco Silicon Valley Associated Firms Worldwide International Tax & Accounting
More informationTax Amsterdam. Innovative tax solutions helping you seize opportunities and solve business issues
Tax Amsterdam Innovative tax solutions helping you seize opportunities and solve business issues Innovative tax solutions helping you seize opportunities and solve business issues The leading Tax Practice
More informationUpdated Stress Testing Features in RiskMetrics RiskManager
Updated Stress Testing Features in RiskMetrics RiskManager Predictive Stress Test for the 2009 Equity Market Rally. Audrey Costabile Christopher Finger Katarzyna Siudek 1 (Marie Curie Fellow) December
More informationUK Employee Incentives and Benefits
UK Employee Incentives and Benefits About our UK Employee Incentives and Benefits Team The UK Employee Incentives and Benefits team at Bird & Bird design, draft and implement employee share plans and other
More information360 o View of. Global Immigration
360 o View of Global Immigration In a fast moving global economy, remaining compliant with immigration laws, being informed and in control is more challenging than ever before. We are a globally linked
More informationGerman Merger Control
German Federal Cartel Office Publishes Draft Guidelines on Jurisdiction for Merger Review SUMMARY On 5 December 2013, the German Federal Cartel Office (Bundeskartellamt) published new draft guidelines
More informationTHE SELL-BUY FLIP SELLER INITIATED WARRANTY & INDEMNITY INSURANCE IN PRIVATE MARKET MERGERS AND ACQUISITIONS
THE SELL-BUY FLIP SELLER INITIATED WARRANTY & INDEMNITY INSURANCE IN PRIVATE MARKET MERGERS AND ACQUISITIONS CONTENTS P1 P2 P4 P5 INTRODUCTION THE STEPS INVOLVED IN THE SELL-BUY FLIP COMMON SPA PROVISIONS
More informationBusiness Transformations
Business Transformations Multidisciplinary legal and tax approach pays off The success of an international reorganization, merger or takeover depends on two things: including stakeholders in designing
More informationClient Alert. Global Information Technology & Communications Privacy, Data Protection and Information Management
Global Information Technology & Communications Privacy, Data Protection and Information Management Client Alert Umbrellas for Clouds: Risk Mitigation Strategies for SaaS Transactions www.bakermckenzie.com
More informationU.S. Inbound Tax Services
TAX U.S. Inbound Tax Helping foreign companies achieve tax-efficiency in their U.S. operations kpmg.com 2011 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network
More informationAcquisitions Due Diligence (Purchaser s Perspective)
Acquisitions Due Diligence (Purchaser s Perspective) 東 京 青 山 青 木 法 律 事 務 所 ACQUISITION OF INTERESTS IN OVERSEAS PROJECTS SEMINAR JULY 2006 1 What is a Pre-Acquisition Review/Due Diligence Investigation?
More informationTax Implications of the Covidien Acquisition to Medtronic Employees
To: All Medtronic Employees Date: Friday, June 27, 2014 Tax Implications of the Covidien Acquisition to Medtronic Employees Dear Colleagues, On June 15, 2014, Medtronic and Covidien publicly announced
More informationSuccessful Secondment
1 Welcome aboard CHEAT SHEET Agree to the secondment s parameters and fee arrangement up front. A weekly or monthly flat fee arrangement is particularly useful. Get buy-in from your business clients. When
More informationHANDY HINTS...... FOR IN-HOUSE COUNSEL. Law Society of New South Wales Corporate Lawyers Committee
HANDY HINTS...... FOR IN-HOUSE COUNSEL Law Society of New South Wales Corporate Lawyers Committee AIM In-house lawyers are subject to the same ethical rules as private practitioners. However, in-house
More informationIssues in insurance company mergers & acquisitions
Issues in insurance company mergers & acquisitions By Perry J. Shwachman, Anthony J. Ribaudo and R. Bradley Drake, Sidley Austin LLP The completion of a successful merger or acquisition involving insurance
More informationServices and Capabilities. Transfer Pricing Services
Services and Capabilities Transfer Pricing Services Our team of experts offers an unmatched combination of economic credentials, industry expertise, and testifying experience. Transfer Pricing Services
More informationHitachi to Merge Hitachi Plant Technologies to Strengthen Social Innovation Business
Hitachi to Merge Hitachi Plant Technologies to Strengthen Social Innovation Business Tokyo, February 1, 2013 --- Hitachi, Ltd. (TSE: 6501, Hitachi ) today announced that it has decided to conduct an absorption-type
More informationHow To Buy Chubb For $28.3 Billion In Cash And Stock
ACE TO ACQUIRE CHUBB FOR $28.3 BILLION IN CASH AND STOCK Complementary Businesses and Skills Will Create Global P&C Industry Leader with Superior Product, Customer and Distribution Channel Capabilities
More informationSEC Reporting for Business Combinations and Related Topics A Roadmap to Applying SEC Regulation S-X to the Acquisition of a Business
SEC Reporting for Business Combinations and Related Topics A Roadmap to Applying SEC Regulation S-X to the Acquisition of a Business This publication contains general information only and Deloitte is not,
More informationStaples, Inc. Announces Acquisition of Office Depot, Inc.
Staples Media Contact: Staples Investor Contact: Office Depot Media Contact: Office Depot Investor Contact: Kirk Saville 508-253-8530 Chris Powers 508-253-4632 Karen Denning 630-864-6050 Mike Steele 561-438-3657
More informationLegalBytes. Take That Back: Drivers and Considerations for Insourcing. Special Edition
LegalBytes Special Edition November 27, 2012 Print version For more information Samuel Kramer T +1 312 861 7960 samuel.kramer@bakermckenzie.com Michael Mensik T +1 312 861 8941 michael.mensik@bakermckenzie.com
More informationKey Steps Before Talking to Venture Capitalists
Key Steps Before Talking to Venture Capitalists Some entrepreneurs may not be familiar with raising institutional capital to grow their businesses. Expansion plans beyond common organic growth are typically
More informationLocke Lord s China Connection. oviding Strategic Business Solutions in Asia and the United States. Locke Lord s China Connection
Locke Lord s China Connection oviding Strategic Business Solutions in Asia and the United States Locke Lord s China Connection roviding Providing Strategic Business Solutions in in Asia Asia and and the
More informationTax Amsterdam. Cash Pooling. Efficient working capital funding
Tax Amsterdam Cash Pooling Efficient working capital funding Cash Pooling in the Netherlands: tax, transfer pricing and legal aspects More and more multinational enterprises (MNEs) set up cash pools to
More information30 January 1998 FOR IMMEDIATE RELEASE
Proposed acquisition of LGT Asset Management Division and Preliminary Results for the year ended ember 1997 30 January 1998 FOR IMMEDIATE RELEASE The Board of AMVESCAP PLC has entered into an agreement
More informationSELLING YOUR private BUSINESS
SELLING YOUR private BUSINESS BDO Canada Transaction Advisory Services Inc. A plan for success 2 Selling your business The decision to sell is a difficult one for any business owner. While it s natural
More informationTax Practice Where your success determines ours
Tax Practice Where your success determines ours 2 AGENDA Firm Overview 3 - Our Profile 4 - Our Attorneys 5 Tax Practice 6-7 - Our Procedures 8 - Disputes & Litigation 9 - Transactional Tax Advice 10 Contact
More informationAllianz Global Corporate & Specialty Claims Service
Allianz Global Corporate & Specialty Claims Service Delivering a positive customer experience. 1 2 3 4 Your trusted partner. The AGCS Claims Service. Why partner with AGCS? AGCS Claims Team. Your trusted
More informationEFFECTIVE INTERNATIONAL INTELLECTUAL PROPERTY STRATEGIES TO MITIGATE U.S. TAXES
EFFECTIVE INTERNATIONAL INTELLECTUAL PROPERTY STRATEGIES TO MITIGATE U.S. TAXES DENNIS S. FERNANDEZ INNA S. SHESTUL Fernandez & Associates, L.L.P. Fernandez & Associates, L.L.P. 1047 El Camino Real, Ste
More informationMSCI Dividend Masters Indexes Methodology
Index Methodology MSCI es Methodology July 2014 msci.com Contents 1 Introduction... 3 2 Index Construction Methodology... 3 Section 2.1: Applicable Universe... 3 Section 2.2: Security Selection... 3 Section
More informationHow To Make Money From A Loan
March 2009 How to Buy Loans Originated by Failed Financial Institutions from the FDIC BY CHRIS DANIEL, DANIEL PERLMAN, TODD BEAUCHAMP AND AZBA HABIB Introduction The Federal Deposit Insurance Corporation
More informationCompetition litigation
FINANCIAL INSTITUTIONS ENERGY INFRASTRUCTURE, MINING AND COMMODITIES TRANSPORT TECHNOLOGY AND INNOVATION PHARMACEUTICALS AND LIFE SCIENCES Competition litigation in the UK Class act Competition litigation
More informationMSCI Quality Indices Methodology
Methodology Contents Contents... 2 Section 1: Introduction... 3 Section 2: Index Construction Methodology... 4 Section 2.1: Applicable Universe... 4 Section 2.2: Determination of Quality Score... 4 Section
More informationLegal Considerations: Best Practice Overview. EMPLOYMENT GROUP: DLA Piper UK LLP
SENIOR EXECUTIVE ISSUES Legal Considerations: Best Practice Overview EMPLOYMENT GROUP: DLA Piper UK LLP Senior executives have a massive impact on all aspects of a business: from setting and delivering
More informationOwner managed businesses: Bringing your corporate and personal goals to life
Owner managed businesses: Bringing your corporate and personal goals to life Owner managed businesses PRECISE. PROVEN. PERFORMANCE. Bringing your corporate and personal goals to life Dynamic. Ambitious.
More informationM&A Auctions: Strategies for Buyers & Sellers
M&A Auctions: Strategies for Buyers & Sellers November 15, 2005 William Parish, Partner Ned Crady, Partner 2 Houston Chapter Event Sponsored by: Speakers: King & Spalding LLP William Parish, partner Ned
More informationComtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction
+ Comtech Telecommunications Corp. to Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction Creates Scale and More Diversified Earnings Provides Entry into
More informationComing to America. U.S. Tax Planning for Foreign-Owned U.S. Operations
Coming to America U.S. Tax Planning for Foreign-Owned U.S. Operations September 2015 Table of Contents Introduction... 2 Tax Checklist for Foreign-Owned U.S. Operations... 2 Typical Life Cycle of Foreign-Owned
More informationGHK - Group. Solicitors Auditors & Accountants Tax-Advisors. Company Presentation
GHK - Group Solicitors Auditors & Accountants Tax-Advisors Company Presentation Grau, Haack & Kollegen GmbH, Wirtschaftsprüfungsgesellschaft Frankfurt am Main / Offenbach am Main Overview About Grau, Haack
More informationGOING PUBLIC IN CANADA
GOING PUBLIC IN CANADA CASSELS BROCK IN BRIEF Canadian law firm of more than 200 lawyers based in Toronto and Vancouver focused on serving the transaction, advocacy and advisory needs of the country s
More informationtrainer course on IPR support for the internationalization of innovative biotech SMEs.
Train the trainer course on IPR support for the internationalization of innovative biotech SMEs Via Santa Marta 18, Milan, ITALY June 13th, 2012 INNOVHUB SSI, in collaboration with ABC Europe, is pleased
More informationHow to Assess Legal Risk Management Practices
How to Assess s Strategy Areas for Assessment: A number of strategic areas that you may wish to start with are included in the matrix below. We invite comments on additional areas to include. Law Department
More informationExiting your Business
Exiting your Business The material in this document is intended to provide only general information to Canadian Western Bank s clients and the public, and not for the purposes of providing professional
More informationGuidelines to starting a spin-out business
LEEDS BECKETT UNIVERSITY Guidelines to starting a spin-out business ENTERPRISE & INNOVATION ACADEMY GUIDELINES TO STARTING A SPIN-OUT BUSINESS These guidelines have been written for staff at Leeds Beckett
More informationLATIN AMERICA. www.bakermckenzie.com/latinamerica
LATIN AMERICA www.bakermckenzie.com/latinamerica CHAMBERS LATIN AMERICA LAW FIRM OF THE YEAR AWARD WINNER 2014 We offer broader market, industry and legal know-how in Latin America than any other law firm.
More information2015 M&A Outlook Survey Report
2015 M&A Outlook Survey Report The Boom is Back: M&A Reemerges as Leading Growth Strategy kpmg.com Foreword M&A in the U.S. has finally reached prerecession levels. Deal value in the first three quarters
More informationBest Practices for Engaging With Intermediaries. Introduction
Best Practices for Engaging With Intermediaries Introduction This document is intended to provide IIUSA members with guidance regarding best practices for engaging with intermediaries who will introduce
More informationPanel Title: Data Breaches: Industry and Law Enforcement Perspectives on Best Practices
Panel Title: Data Breaches: Industry and Law Enforcement Perspectives on Best Practices Over the course of this one hour presentation, panelists will cover the following subject areas, providing answers
More informationStandard Life Investments strengthens strategic position through acquisition of Ignis Asset Management
For release at 07:00 (UK time) 26 March 2014 Standard Life Investments strengthens strategic position through acquisition of Ignis Asset Management Acquisition of Ignis Asset Management by Standard Life
More informationBusiness Plan Checklist
Excerpted from FastTrac GrowthVenture Whether you are creating a formal Business Plan or an internal working plan, your plan should be complete and free from errors. Follow the instructions below to create
More informationManagement s Discussion and Analysis
Management s Discussion and Analysis of Financial Conditions and Results of Operations For the quarter and six months ended June 30, 2012 All figures in US dollars This Interim Management s Discussion
More informationRBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES
RBC EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES EMPLOYEE EQUITY PLAN ADMINISTRATION AND TRUSTEE SERVICES Equity plans represent a vital part of employee compensation, being designed to recruit, reward
More information