LATEST ANALYSIS
June 2009
25 Jun 2009
With the recent, first ever US sukuk, there's one thing to say about Islamic finance: it's growing increasingly local. With their legal structures…
25 Jun 2009
Europe could be on the cusp of widespread and predictable debtor in possession-style lending, after the UK Insolvency Service proposed introducing a framework to grant super-priority to loans made after…
25 Jun 2009
The events of the past two years have highlighted the impact economic uncertainty and a volatile market can have on the results and outlook for issuers. It should be no surprise, then, that in January, the Canadian Securities Administrators (CSA) issued…
25 Jun 2009
Impending defaults and cross defaults may threaten as the TARP melodrama continues. Some banks are now skipping…
25 Jun 2009
Being in the lending business isn’t all it’s cracked up to be – as lenders like Deutsche Bank and Credit Suisse have found out. Among other things, it can be quite expensive when circumstances don’t unfold as envisioned…
25 Jun 2009
Facets of Bankruptcy: DIP FinancingPIPES: Nothing Dreamy About ThemSeverance Agreements: Changes in ControlNew Leases Equal New LifeSEC Enforcement Step Up
23 Jun 2009
The desperate need for financing has hit The Brick and other public companies like a ton of bricks. This has forced them to balance their business-driven need for…
23 Jun 2009
Supermajority voting rules are one instrument of corporate governance that has come under scrutiny during this year’s proxy season. They are sometimes advocated as a means of protecting the interest of minority shareholders and…
23 Jun 2009
While outdoor retailer Eddie Bauer’s bankruptcy announcement garnered much attention this week, there were plenty of other…
23 Jun 2009
Onerous breakup fees and lowball offers might not sound like the stuff dreams are made of. However, these and other elements of stalking horse bids present a…
23 Jun 2009
Has the auto industry become a victim of natural selection? As global industrial Darwinism runs its course through a recessionary economy the market forces seeking to eliminate the weaker companies are running into the government policies of countries struggling to sustain their respective automotive industrial bases and the corresponding jobs…
18 Jun 2009
Grace may be amazing, but forbearance is pretty good too. Either way, borrowers like U.S. Steel and Wyndham resorts are finding …
18 Jun 2009
The impact of the global economic crisis on share prices, cash reserves, availability of credit and commodity pricing has many Canadian shareholders looking for…
18 Jun 2009
Excessive risk may be forbidden in Islamic finance, but eliminating risk from sukuk offerings is easier said than done. This issue is growing in importance, as sukuk have continued to top the headlines…
18 Jun 2009
SEC to Companies: Shareholders Need AccessCapped Calls – Adding Spice to Note SalesBankruptcy Related Actions – Liquidating TrustsBuffett Breaks into HousingShippers Still Disclosing Concerns About Piracy
18 Jun 2009
Does the Obama administration’s open-ended financial regulatory proposal get us out of the troubled bank woods? Not by a longshot. With TARP being repaid, toxic asset plans shelved, and the financial system getting a second wind…
18 Jun 2009
Calls by Bank of America shareholders for changes in its board are starting to have an effect. Embattled CEO Ken Lewis has already been stripped of his chairmanship, and…
16 Jun 2009
Beneath its stolid surface, the commercial real estate market is roiling. Its edifices are tottering due to several tectonic shifts that have brought down once proud brands like Extended Stay Hotels, Fountainbleau Las Vegas and General Growth Properties…
16 Jun 2009
Hell hath no fury like a target scorned, especially one with a really good lawyer. Look no further than recent litigation around soured deals like Hexion’s failed acquisition of Huntsman and Dow’s complicated romancing of Rohm & Haas, and you realize that targets…
16 Jun 2009
No time for fun this week, as bankruptcies ranging from a theme park operator to a cell phone maker emerged. Meanwhile, energy and mining M&A continued its strong pace from the last few weeks. Real estate investors should take note of the IPO of...
16 Jun 2009
Overdrive may be understating the extent and risk of pension underfunding. The issue of pension underfunding in bankruptcy has soared from its obscure corner, thanks to the bankruptcies of AbitibiBowater and Nortel, Chrysler and GM and, perhaps, Air Canada (a return visitor to the bankruptcy process)…
16 Jun 2009
Shareholder rights to call special meetings have been a hot-button item on many corporate agendas. Some company charters only allow the board to call meetings, while others grant owners of…
16 Jun 2009
With creditors taking control of Monier and IMO Car Wash there is evidence of a decisive shift in the balance of power in European restructurings. Not only are sponsors being forced out of deals by dedicated distressed funds but they are also being shoved aside by increasingly assertive CLO managers…
11 Jun 2009
The Canadian Accounting Standards Board has confirmed that Canadian GAAP will be replaced by International Financial Reporting Standards (IFRS) for fiscal years beginning on or after January 1, 2011 for publicly accountable enterprises. Canadian issuers are beginning to address this transition…
11 Jun 2009
Deals involving Dubai and Abu Dhabi have been on quite prominent display lately, from International Petroleum Investment Company's profitable sale of its equity stake in…
11 Jun 2009
Borrowers Benefit from Deleveraging
Tech M&A Keeps on Trucking
Preserving NOLs with Poison
Warehousing Credit – Repackaging Terms
Reverse Mergers – Shrink the Solution to Shrinking Opportunity
11 Jun 2009
China's IPO market is set to reactivate following a nine-month dry spell. The China Securities Regulatory Commission last week issued draft rules that should relax the currently restrictive rules surrounding IPO pricing, with the intention of…
11 Jun 2009
Too long debtors have given enough rope to hang themselves, they are now finding their lenders suddenly rope-stingy. Just ask Wendy’s/Arby’s and Readers Digest, to name a few. Headline bankruptcies like GM, Tribune Co. and Nortel, among others, teach a raft of lessons…
11 Jun 2009
Product liability claims are back in the spotlight with both Chrysler and GM’s high speed bankruptcies pushing concerned consumer advocates and their associated legal counsel to the breaking point. Sensing that car buyers were going to lose out in quickly negotiated deals to sell of these companies assets, consumer groups took their cause…
9 Jun 2009
How firm a commitment is a firm merger agreement? To judge from recent deals ranging from NetApp/Data Domain to KKR's acquisition of Oriental Breweries, not very. A battle has been joined in the struggle between optionality versus certainty, and optionality appears to be the victor for now…
9 Jun 2009
Restructuring activity ranging from the massive bankruptcies of the Detroit titans to the more prosaic auctions of retailers and casinos remained strong. In a week without any mega-deals, M&A still held up surprisingly well…
9 Jun 2009
Basking in something like Mediterranean sunshine, delegates to this year’s Global ABS Conference could almost have been forgiven for believing they were in Barcelona or Cannes last week. But it was London’s Edgware Road that provided the less familiar – though perhaps more fitting – setting for…
9 Jun 2009
Newly resurgent PE funds have found a new friend in government, though this couple may soon meet some resistance. On the one hand, with more permissive banking regulation...
9 Jun 2009
Shareholders have been nothing if not active this meeting season. Our mid-season report card shows meetings have been absolutely abuzz with changes proposed to executive compensation, board structures and company operations. And with SEC Chairperson Mary Schapiro promising to join shareholder ire with regulatory fire, look for this to only grow…
9 Jun 2009
The Treasury Department announced today that 10 of the nation’s largest banks have met the requirements to repay CPP funds and are eligible to free themselves of the TARP trap...
4 Jun 2009
Thinking about paying off a local official in some remote village in a far away land in order to be awarded a contract? Think again. Both the Securities and Exchange Commission and the Department of Justice are watching, yielding the sword of…
4 Jun 2009
Congress Causing Credit Card Companies Concern
Corporate Fraud Prevention – Amended Codes of Conduct
Total Asset Sale – Final Round of a Bankruptcy
Oil & Gas Exploration – Betting on Energy
Note Sales – Secured by IP
4 Jun 2009
Clawbacks, gross-ups, performance-based pay – almost a rogue's gallery of compensation topics is vexing business leaders and lawyers today. Financial services was the first industry in the bullseye, but it now has a lot of company…
4 Jun 2009
The bankruptcies of General Motors and Lehman Brothers show that one effect of globalization is the potential for failure on a global scale. GM’s bankruptcy, in particular, will both affect and be affected by Canada. The Canadian Companies’ Creditors Arrangement Act (CCAA) was implemented as…
4 Jun 2009
The bankruptcies of GM and Chrysler are hammering home a simple point: being a secured creditor simply ain’t what it used to be. Aside from government intervention, there is an epic struggle underway within the capital structure. Equity holders fared rather well over the past several years, but...
4 Jun 2009
The ongoing debate about which institutions will be able to participate in the PPIP has put the eagerly awaited programme on hold for the time being. Even so, a growing number of specialty finance companies are lining up to participate through initial public offerings. Already public mortgage REITs are…
2 Jun 2009
The sheriffs are fixin’ to inject a little law into the wild west of OTC derivatives markets. This promises to be quite rugged – not surprising, given today’s counterparty risk, the complexity of the markets themselves, and the political constituencies wrangling around them…
2 Jun 2009
It’s not like a standard Chapter 11 bankruptcy proceeding isn’t hard enough. As GM’s global proceeding (some would call a “global mess”) shows, arranging cross-border bankruptcies is almost exponentially more difficult, calling for …
2 Jun 2009
What’s an unhappy shareholder to do when faced with an undesired (read: under-priced) merger? Many tools remain at their disposal – not least of them, shareholder litigation and dissenter’s rights, the yin and yang of the shareholder dispute…
2 Jun 2009
There was plenty of restructuring activity over the past week, with bankruptcy filings from GM, several auto parts manufacturers, a yellow page publisher and a number of high profile 363 asset sales. Yet despite the doom and gloom coming out of the bankruptcy court, there were a few positive economic signs last week, including…
2 Jun 2009
The behemoth of the week was clearly Pfizer, rated Aa2/AAA/AA, which issued a four-part deal comprising a €1.85bn 3.625% June 2013, a €2bn 4.75% June 2016, a €2bn June 2021 and a £1.5bn 6.5% June 2038…
2 Jun 2009
On Monday, General Motors headed to the Southern District of New York to declare bankruptcy. The wounded giant’s filing seems indicative of a new age of American business and may portend plenty of change in economy…