LATEST ANALYSIS
April 2009
30 Apr 2009
With covenant-lite and free-flowing credit gone the way of the dodo bird, tight default provisions have made a comeback. Back in the financing glory days when credit flowed like the River Jordan, banks were…
30 Apr 2009
No Shops: The Rise of an M&A Buyer’s Market
Supply Agreements: Weak Links in the Supply Chain?
Executive Compensation: Bonus or a Bone?
Private Placements: Companies on the Hunt for Capital
Cease & Desist Orders: The FDIC’s Recent Crackdown…
30 Apr 2009
Swine flu (or influenza A H1N1) is becoming a hot topic for disclosure, as the World Health Origination has warned that the world stands on the precipice of a global pandemic...
30 Apr 2009
Swine flu may bring a frown to many, but there is a group of biotech companies that must resist the urge to smile. However, considering how difficult it is for them to raise financing and…
30 Apr 2009
To believe the hype, Chrysler is due for a speedy ride through the bankruptcy process. Fueled by financing from governments acting as DIP lenders, part of Chrysler will speedily end up as…
30 Apr 2009
Board nominations are a hot proxy topic this year. After one of the most tumultuous years in recent corporate memory, annual meeting season has finally arrived with a bang…
28 Apr 2009
What’s a growing industry these days? The answer is blowin’ in the wind…and in the stimulus packages being put in place around the world. Wind power initiatives, among other forms of alternative energy…
28 Apr 2009
M&A deals may be picking up, including stock-for-stock deals, but don’t mistakenly think their risks have disappeared. Anything but. With borrowed acquisition financing hard to come by and equity prices volatile…
28 Apr 2009
Automakers abroad are finding their businesses to be under challenge now, leading to disclosures of a number of related issues ranging from the effects of…
28 Apr 2009
Fiduciary duties and securities laws may have just met their match in Bank of America’s “the Government made me do it” defense. With the U.S. government acting as both regulator and investor, things were bound to get confusing…
28 Apr 2009
It’s the risks you don’t see that can get you – and, for banks, lurking just beneath the surface of many a toxic asset is a whopper of a risk that threatens those institutions already wrestling with the pressure of stress tests. Existing loan purchase contracts along with pooling and servicing agreements give…
28 Apr 2009
This week saw a marked decrease in both restructuring activity and M&A. Perhaps M&A needed a break from all the activity last week, while restructuring could be…
23 Apr 2009
Covenant-tight is in, covenant lite is out – but even tight covenants are being loosened by profit-motivated bankers to companies like CB Richard Ellis, Krispy Kreme and Oshkosh...
23 Apr 2009
The U.S. government may have led the bucket brigade of government bailouts last fall, but the practice is far from being uniquely American. Governments around the globe are attempting to stimulate their national economies by…
23 Apr 2009
Amended Bylaws: Shareholders, Attention PleaseDebt Exchanges: Chapter 11 or ElsePeaceful Possession, Chaotic CreditorsHomebuilder Rebound: In the Basement No Longer? Collective Bargaining: Management Bargain Hunting in a Down Economy?
23 Apr 2009
Credit default swaps (CDS) are proving quite a hornet's nest for debt restructurings. While Warren Buffett may have embellished by describing CDS as WMD, that's not far off the mark...
23 Apr 2009
TARP is a trap – or so some now assert, in their mad dash to repay government funds. With stress test results due soon, several banks seem to be readying the public for rapid repayment – joining a coterie of smaller institutions that have already done so. Repayment is not...
21 Apr 2009
With M&A deals now stretching from Sun Microsystems to Pfizer, it’s tempting to think that willing acquirors will always have their way. Not quite. While cheap equity prices make deals attractive to the acquiror, ultimately, they need...
21 Apr 2009
Good/bad splits seem to be all the rage these days in restructuring. Once termed “good bank/bad bank” and thought to be the purview solely of financial companies, these structures have recently begun to...
21 Apr 2009
The global economic crisis has many activist shareholders focused on promoting policies that will maximize company wealth, yet not all investors are solely driven by their wallets. Some shareholders are also concerned about...
21 Apr 2009
This week’s significant events center on a mix of restructuring and M&A activity. News of the continuing plight of the auto manufacturers and several large bankruptcies kicked off the week. We saw a full-blown merger Monday...
21 Apr 2009
Attention tax-minimizing companies: You can run, but you can’t hide, says the G-20. In a game of “cat and mouse,” tax- avoidant companies have launched a renewed effort to move abroad…
21 Apr 2009
Have emerging markets emerged as promising M&A venues? To hear of the recent $175 million in deals done in the BRIC countries by foreign acquirors since April 1, including deals like...
16 Apr 2009
Today's near-defaulting debtors are avoiding the debtor's prisons of old, but their freedom is still restricted by the negative covenants that lenders are drafting into credit agreements and amendments. Debt investors and lenders used to give almost every borrower a “get out of jail free card”...
16 Apr 2009
TARP Change of HeartGeneral Growth StuntedHighlighting FCPA ScrutinySustainability Reporting and Shareholder AdvocacySpotlight on Solar EnergyBusiness Segment Reporting Shakeups
16 Apr 2009
Credit ratings agency (CRA) executives, trade association lobbyists, academics and investors played the knights to the SEC’s Arthurian role for a roundtable discussion at the SEC Wednesday. In a series of four panel discussions, they examined what went wrong...
16 Apr 2009
In light of the global economic crisis, the risk posed by foreign exchange rates has become an even more critical disclosure issue for companies engaging in business across national boundaries. Currency fluctuation risk is...
16 Apr 2009
The epic tug of war between company boards and activist shareholders is akin to the War of the Roses. With new lovers’ quarrels arising on a regular basis, the issue du jour is special shareholder meetings. As the struggle for corporate survival continues, power is...
14 Apr 2009
Mixed signals are coming from the IPO market. M&A unambiguously won out over restructuring this week. Regulation seems to be in a holding pattern for now, but the U.S. and other countries are...
14 Apr 2009
In the post Sarbanes-Oxley world, corporate directors and officers face fantastic governance responsibilities – and corresponding liabilities. These are over and above the mundane challenges of...
14 Apr 2009
Piracy isn’t a threat only to ships on the high seas. For companies doing business in the global economy, their IP is under assault as well. Creative ideas are introduced every day, new products are coming to market and...
14 Apr 2009
For the past few proxy seasons, as part of the larger movement toward director and officer accountability, shareholders have been demanding greater transparency regarding how companies spend their money in the political arena. Despite the end of this most recent presidential election cycle, shareholders this season are still submitting proposals aimed at...
14 Apr 2009
It may only be April, but any month is a good time to talk about material adverse effects (MAE). Have current market realities realigned MAE terms, leading to a raft of heavily...
9 Apr 2009
Got intellectual property (IP)? With the tough economy, companies and legal counsel will once again need to focus on the issues and challenges related to intellectual property rights and liabilities under the Bankruptcy Code. Even though headline technology companies like...
9 Apr 2009
Depressed stock valuations are driving increased requests for the break up of big conglomerates to unlock the underlying values within the individual business lines. The changes are being directed both within the company as well as by shareholders seeking greater returns on their investments...
9 Apr 2009
In reaction to continuing market distress and the resultant Congressional and public pressure, the Securities and Exchange Commission (SEC) voted unanimously on April 8 to seek public comment on restoring restrictions on short sales. The SEC is considering five separate proposals that can be divided into two broad approaches to the short-sale debate...
9 Apr 2009
Much to the relief of investors, analysts and the current administration, there are signs that the market may be finding its way into shallower (or at least less deep) waters. Recent weeks have seen an uptick in debt and equity offerings, exchange offers and...
9 Apr 2009
After reaching near-record peaks in early 2008, commodities prices began to free fall late last year. The commodities roller coaster hit businesses worldwide and has...
9 Apr 2009
Compensation "Egalitarianism"Shocking Developments in the UtilitiesHeavy Industry’s Debt SteamrollerBuffett's Credit Report Card Receives Lower GradeSuccession Plans and Executive Resignations
9 Apr 2009
Fund managers beware: the feeder funds industry is under siege. Investors have lost billions of dollars, reports of fund of funds being involved in financial scandals are running rampant and...
7 Apr 2009
With every component of executive remuneration being examined with a fine-toothed comb, underwater options are turning out to be a critical compensation topic this year. The downturn of the markets has caused...
7 Apr 2009
How much for your assets? For the right deal, as little as 1 pound. The sputtering world economy has created a cottage industry in the U.K. – asset sales. With credit hard to come by and equity markets swollen with rights issuances...
7 Apr 2009
“Climate Change” is leading to legal issues as omnipresent as…well, as the air we breathe. Between carbon-storage business ventures, carbon trading exchanges, and plain old carbon disclosures, this age-old element is creating...
7 Apr 2009
Employees at all levels used to be scared to speak out against companies for violating securities laws. They feared a best case scenario of losing their jobs or, worse yet, subtle Godfather-style messages that they better keep quiet or else. But recently, whistleblowing has become...
7 Apr 2009
Restructuring had another strong week. M&A transaction activity also put in a strong showing, with deals executed to pay down debt from previous acquisitions, unsolicited offers, and even a pair of bank deals. Offerings are on the upswing, providing welcome opportunities for...
2 Apr 2009
Standstills, the M&A equivalent of a schoolyard “time-out,” are getting quite some exercise these days. ‘Midst the hurly-burly of a proxy battle or M&A transaction, standstills let…
2 Apr 2009
Joint ventures are joint no longer – at least for some of the highest profile deals of recent years. Shades of “every man for himself,” real estate deals wrapping together parties from Las Vegas to New York and even Dubai, are being cast into doubt. Facing defaults...
2 Apr 2009
Expropriation and nationalization of industries, businesses and property are real concerns as companies continue to globalize their operations. Nationalization occurs when a government takes over a business or an entire industry. Expropriation is when governments take private property for public use or to transfer ownership, typically under eminent domain. It may come as a surprise to some, but...
2 Apr 2009
FASB Mark to MarketHedge Fund Compensation Near-EliminationTARP Give and Take… and Give BackMining IPCoffee Talk
2 Apr 2009
The life of hedge funds just got a whole lot harder. Between toughened capital calls, withdrawn financing lines, and promised regulation, it’s becoming almost unpleasant to be in the funds industry (we said “almost”). Though funds are oft-termed opaque, there is a select group of public funds that...