Posted on April 30, 2009 at 5:22 PM
Filed under: Corporate Strategy | Crisis On Wall Street | Legal Brief
Tagged: knowledge@wharton

If you're a lawyer or often work with lawyers (which probably covers nearly everyone reading this) you know about the painful downsizing underway at many law firms.You may also be up on the rethinking of the law firm business model that's apparently underway in many quarters. Still, take a look...  Continue reading

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Posted on March 12, 2008 at 1:09 PM
Filed under: 2008 | Jan.-March 2008 | Legal Brief | The Magazine
Tagged: activist hedge funds , back-end merger , Charles M. Nathan , institutional investors , investor pushback , ISS Governance Services , M&A , retail investors , shareholder pushback

A two-step merger process may help acquirers surmount shareholder resistance.  Continue reading

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Posted on December 15, 2007 at 1:43 PM
Filed under: 2007 | Legal Brief | Nov.-Dec. 2007 | The Magazine
Tagged: breakup fee , credit crunch , Delaware , go-shop clause , grandfather provisions , legal brief , M&A , no-shop , pre-signing , Revlon , window-shop

Go-shop clauses are on the rise, but they should be used with caution and, at times, even resisted.  Continue reading

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Posted on October 15, 2007 at 9:11 AM
Filed under: 2007 | Legal Brief | Sept.-Oct. 2007 | The Magazine | Thinkery
Tagged: arbitral awards , China , contractual provisions , defective goods , exporters , FDA , food , investigations , mandatory testing , product recalls , recall , safety

Importers may find they face significant liabilities, but the right contractual provisions can mitigate your company's risks.  Continue reading

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Posted on August 15, 2007 at 7:01 PM
Filed under: 2007 | July-Aug. 2007 | Legal Brief | The Magazine
Tagged: approval , corporate policies , manage , management , PE , permission , sale process , senior eecutives , strategics , updating policies

As the imbroglio at Dow Chemical shows, executive discussions with buyout funds can lead to problems. Clarifying the rules ahead of time will help keep companies out of trouble.  Continue reading

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Posted on June 15, 2007 at 3:52 PM
Filed under: 2007 | Legal Brief | May-June 2007 | The Magazine
Tagged: bankruptcy , Bankruptcy Code , Delaware , lock-up agreement , M&A , Magticom , Metromedia , SEC , Section 363

Those who deal regularly with distressed M&A transactions are well aware of the advantages of using Section 363 of the Bankruptcy Code to implement asset sales. The best known is the ability of a debtor to sell its assets "free and clear" of liens or other third-party interests in...  Continue reading

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Posted on April 15, 2007 at 8:13 AM
Filed under: 2007 | Legal Brief | March-April 2007 | The Magazine
Tagged: deals , employee data , HR , HRO , HRO transactions , legal brief , regulatory compliance , transformational deals

From securing employee data to regulatory compliance, organizations find transformational outsourcing valuable.  Continue reading

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Posted on February 15, 2007 at 1:22 AM
Filed under: 2007 | Jan.-Feb. 2007 | Legal Brief | The Magazine
Tagged: back-end merger , best-price rule , cash , legal brief , SEC , tender offer , tender offer structure

Effective Dec. 8, 2006, the Securities and Exchange Commission adopted simple yet sweeping changes to the so-called best-price rule. The result will likely be a resurgence in the use of tender offers in acquisitions of U.S. public companies. Originally adopted in 1986, the best-price rule has always had a...  Continue reading

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Posted on December 15, 2006 at 10:14 PM
Filed under: 2006 | Legal Brief | Nov.-Dec. 2006 | The Magazine
Tagged: dealmakers , deals , Internal Revenue Code , legal brief , M&A , Morris trust , private , public , Sec. 355 , spinoff

Combining elements of public and private M&A deal practice, this increasingly popular structure presents dealmakers with challenges and opportunities.  Continue reading

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Posted on October 15, 2006 at 7:12 PM
Filed under: 2006 | Legal Brief | Sept.-Oct. 2006 | The Magazine
Tagged: accounting , backdating , DOJ , financial statements , grants , IRS , law , misdating , options , SEC , spring-loading , stock option grants

More and more companies face scrutiny for their option grant practices. Here's how to avoid buying one of them.  Continue reading

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