LATEST ANALYSIS
December 2008
30 Dec 2008
M&A is being hit from all sides by these uncertain times. In this type of downturn, buyers look for firesale prices, while cash-hungry sellers want the greater payout (and affirmation) that a higher price conveys. Like the hesitant heir forced to pawn his grandmother’s jewels, this puts the seller in an awkward position…
30 Dec 2008
In the last week GMAC has become a bank holding company, recipient of Troubled Asset Relief Program (TARP) funds and new equity from its holders…
30 Dec 2008
What sort of Capital Markets will we see in 2009? Hopefully more active ones than 2008. A nod in that direction may be the surprisingly active markets we’ve seen during the last 2 months of the year. Though markets are not at their boom time levels, there has been real activity, “real” being a relative term…
30 Dec 2008
The legal market’s M&A crystal ball for 2009 is unusually hazy. However, looking at certain trends and lessons from 2008 certainly helps. With such a momentous year just now behind us, it’s impossible to summarize it all…
23 Dec 2008
The penultimate week of 2008 saw a few interesting events. Notable bankruptcy proceedings, the change of heart of a CPP participant, and the termination of a deal involving Warren Buffett...
23 Dec 2008
Current conditions encourage activist shareholders to get a lot more active. This is true for those who are suitors, hostile and otherwise, emboldened by our equity-weakening markets. It’s also true for those who are already shareholders, encouraged to become suddenly more vocal by our management-battering…
23 Dec 2008
The Obama campaign promised to focus on many issues that matter to your deals and/or disclosures. We at Westlaw Business see it as our job to focus on these along with you. Previously, we’ve covered issues such as auto industry regulation and…
23 Dec 2008
Is the market about to go deeper into its freeze, courtesy of not one, but two scandals? With supposedly sophisticated investors twice-burned by recent events, they seem to be short on legal protection, as well as confidence (and possibly cash, too). While certain legal statuses presume them “sophisticated,” events may have exposed how little these “emperors” are clothed and how the legal status itself may be…
18 Dec 2008
Activist Shareholders: Love Thy Enemy…or Hold Your Enemy Close; Corporate Governance: Tighter Shareholder Proposal Rules; Unwinding Private Equity: Paying Shareholders at BCE; Dour Times: Belt Tightening at U.S. Icons; Executive Compensation: Talented Leaders for Tough Times…
18 Dec 2008
“Private equity-led LBO” might seem the catchphrase of a bygone era, spoken in the cold, whispered tones used only by historians and obituary writers. However, their issues are actually hot … some might even stay steaming. Private equity funds and…
18 Dec 2008
Are Caribbean-based American companies at long last vacating their tax haven base? Some are, but not to bring their profits back Stateside. Instead, they seem intent on moving them even further abroad, all the way to that paradigm of havens, Switzerland. In a series of moves, several company boards have...
18 Dec 2008
With the Madoff Securities $50 billion Ponzi scheme touching so many investors, we at Westlaw Business remain shocked. Not for the reason everyone else is, though – our shock derives from the seeming insulation of U.S. financial institutions and operating businesses from all this. Not a single…
18 Dec 2008
Westlaw Business’s Presidential Preparation series moves onto another high profile issue on the incoming administration’s agenda – antitrust. This is issue six of a recurring series intended to keep you up to date and informed on the new legal environment and related disclosure needs likely to unfold under President-Elect Obama. Make sure to view our earlier editions on: climate change, the auto crisis, health care, labor relations and credit market regulation.
16 Dec 2008
Hockey Night in Canada may seem an all-too tempting distraction from the financial tempest outside, but the spectacle off the ice is more interesting than you might think. For some time, Canadian capital markets have sent signals of the slowing state of the Canadian financial industry…
16 Dec 2008
Put yourself in the shoes of Treasury: concerns of imminent collapse swirl around the global financial system, a war chest of $700 billion, and a mandate to salvage the system by handing the cash over to banks with immense urgency…
16 Dec 2008
If loan spigots at banks were opened wide today, would borrowers be ready.... or are they already drowning? With all eyes on the revival of the banking markets, the shape in which corporate borrowers find themselves seems to escape everyone's gaze…
16 Dec 2008
With only two weeks left to go in the year, you might have expected to see a decline in significant events, but apparently the law takes no holidays. Nonetheless, we wish we had some better news to give you, but it was a tough week…
11 Dec 2008
The Big 3 auto companies are in for a wild ride... and riding "shotgun" will come the assortment of companies that surrounds them. Among these are their dealerships, parts suppliers and finance companies. Look for them to enter a process that smacks of restructuring or even bankruptcy, complete with asset sales...
11 Dec 2008
Forbearance, a sign of the Times: Simmons buys some Rest; Corporate Governance: Shareholder Proposal at Becton Dickinson & Co.; Total Return Swaps: Legg Mason shifts Risk; TARP Executive Compensation: Greene County Bancorp; Reviving Securitization?: Subprime auto notes from AFS Sensub…
11 Dec 2008
By the time companies end up in bankruptcy, any pretense of orderliness has dissipated and the school cafeteria free-for-all begins. Counterparty bankruptcy has always been a theoretical business risk, but today's realities have brought the free-for-all to life…
11 Dec 2008
The International Financial Crisis of 2008 will remain the matter of debate for years. However, the international regulatory community is not sitting still and is now looking to get ahead of the crisis by renewing the regulatory environment…
9 Dec 2008
Tumultuous market conditions have continued to roil markets since our last deals briefing. The following represents the most piquant and pressing of the deals and events emerging from the previous week…
9 Dec 2008
Does an old-fashioned contractual promise still count when the U.S economy rests on undoing it? While the law would normally hold contractual rights to be sacrosanct, when it comes to rescuing us all from financial mayhem, settled law becomes suddenly unsettled…
9 Dec 2008
It's not like the financial industry needs a new president to signal the need for regulatory changes - the need couldn’t be more glaring. Many areas are likely to be touched, including regulation of the overall financial system, the banking system, capital adequacy, credit ratings and credit default swaps…
9 Dec 2008
Securities markets were busier in November than they have been for some time. In fact, while securities markets are reputed to be on life support, they appear to have made a pretty robust recovery. With all of this activity, there must be…
9 Dec 2008
With equity prices depressed, how do companies ensure employee motivation yet avoid the backdating scandals of years past? Equity is a key component, but a ginger touch is needed - both with shareholders and with employees who have regarded stakes in their employers as a reservoir of value…
4 Dec 2008
With the Teamsters riding at the government's side, do high levels of executive compensation at financial companies stand a chance? In what may be the beginning of the Revenge of the Little Guy (thinking of "Big Labor" as representatives of the little guy), executive compensation is…
4 Dec 2008
There's nothing like a bloodbath (financial, that is) to encourage its victims to lay blame. Massive recriminations seem set to result from losses due to current market conditions. In the virtuous circle of recrimination and disclosure, those being…
4 Dec 2008
Are the Fed and Treasury ready to hand over piles of taxpayers' hard earned cash to private equity funds? While they're at it, are they also prepared to dole money out to industrial companies? GM Acceptance Corp…
4 Dec 2008
Are the securities markets singing the blues or singing a different tune? Once you let the facts as to November offering activity speak (or sing) for themselves, things sound quite different. This would be…
4 Dec 2008
Currency Exposure Disclosures: Swinging Dollar is the Latest Risk; Corporate Social Responsibility: Taking a Bite Out of Apple; New Executive Hires: Riding to the Rescue; New SEC Rule: Mutual Funds, Speaking in Plain English; Shareholder Proposal: Is Patriotism a Corporate Duty…
2 Dec 2008
Though Thanksgiving fans may have expected a quieter environment over the holiday-shortened week in the U.S., it was anything but quiet. The markets continued their wild ride since our last events briefing, and…
2 Dec 2008
Westlaw Business’s Presidential Preparation series moves onto another high profile issue on the incoming administration’s agenda – labor relations. This is issue four of a recurring series intended to…
2 Dec 2008
What will the U.S. financial world’s future regulator look like? A lot like the SEC, but a brighter, shinier version of it, if the vision of Chairman Cox is carried through. As SEC Chairman Cox prepares to leave his post, he has weighed in more than once on…
2 Dec 2008
This is a special Tuesday edition of Trendspotting because we missed the chance to update you due to the Thanksgiving holiday. To stay on top of the latest trends, look for our regular Trendspotting column each Thursday...
2 Dec 2008
Do securities offerings impose great costs from risks of material mis-statement or is this fear just mis-stated? These risks are all too real, as indicated by recent filings that point to the difficult dance conducted by offerors (and their underwriters) in the course of any securities offering. On the one hand, the…