LATEST ANALYSIS
February 2011
28 Feb 2011
The Israel to Sunnyvale hi-tech corridor continues to thrive, as evidenced by Zoran Corp.’s recent merger with English CSR Plc…
28 Feb 2011
Activist hedge fund Becker Drapkin is boarding Navarre Corp, but agreeing to stand still. The hedge fund has leveraged its 10.3 percent stake in electronic media publisher and distributer Navarre into...
28 Feb 2011
Citigroup Inc on Monday withdrew from lawsuits challenging MBIA Inc's 2009 restructuring, leaving 11 other companies to pursue claims against what was...
24 Feb 2011
The European Commission's plans, as part of its review of the Markets in Financial Instruments Directive, for a new catch-all venue category of "organised trading facility" are meeting with...
23 Feb 2011
Activist investors’ softer and more social sides are shining through this proxy season. Companies from Ford and Target to Dominion Resources and Yahoo have received...
23 Feb 2011
With difficult lending and equity conditions in the UK, bond issues have been enjoying a revival of late – but are investors getting a raw deal? A review of UK bond terms suggests that…
23 Feb 2011
Recent capital inflows to the lodging industry, including a spate of IPOs and private equity infusions, raise question marks next to the last 19 months of falling hotel industry revenues...
23 Feb 2011
The spectacular merger of the NYSE parent company and Deutsche Boerse AG would be a complex multi-jurisdictional transaction governed by both U.S. and EU law...
23 Feb 2011
While the U.S. economy may have continued to struggle in 2010, patent litigators seem to have had a decent year, filing just under 3,000 cases nationwide – a small increase over 2009. Although some of those cases will become costly, drawn-out big dollar battles…
23 Feb 2011
Big Brother has his eye on more than just filings: He is also surfing the web to corroborate disclosures…
23 Feb 2011
In a stark reminder of the importance of robust health and safety procedures, Cotswold Geotechnical Holdings has become the first company to be convicted of corporate manslaughter in the UK...
23 Feb 2011
Whether an early-stage issuer or an established player, private placements are an important financing tool for the Canadian public issuer. Developing an appreciation for the many variations of the private placement is thus…
23 Feb 2011
In amending its listing requirements for securities issuers, NASDAQ Dubai shows orderly change can bloom in the region. The exchange has proposed a comprehensive package of changes to the regulatory framework governing the listing of securities...
23 Feb 2011
China’s leading e-commerce enterprise, Alibaba, has been frantically deploying large-scale damage control. Details of a fraud scandal involving the company made…
23 Feb 2011
China’s newly established foreign investment M&A review committee has been the subject of much legal chatter in the Middle Kingdom and beyond. Earlier this month, the State Council unveiled legislative guidance on…
23 Feb 2011
Fertilizer is big business, and it is global. The markets saw another example of that in early February, when MBAC Fertilizer announced a…
23 Feb 2011
Completing a high-profile acquisition, CAMAC Energy has pumped out a second novation flowing from a Nigerian Production Sharing Contract…
22 Feb 2011
Having raised $325 million, Central Pacific Financial Corp. is ready for a little TARP wheeling & dealing with the Treasury Department…
22 Feb 2011
Shareholder proposals are usually nothing personal – they are just business. Yet Penn National Gaming is alleging that labor union Unite Here’s shareholder proposal is…
22 Feb 2011
The number would scarcely attract notice in some capital cities anymore, but Mexico has offered up $1 billion in global notes...
21 Feb 2011
Her Majesty's Treasury has published a consultation, "A new approach to financial regulation: building a stronger system". This followed the government's July 2010 consultation...
17 Feb 2011
The much-ballyhooed merger of the parent company of the New York Stock Exchange with that of German exchange Deutsche Borse makes two things clear – if they can make it through the thicket of global regulatory approvals and similarly convince their shareholders to tender into the offer, they’re home free...
17 Feb 2011
Hedge funds Appaloosa Management, Aurelius Capital Management, Elliott Management Corporation, and Fortress Investment Group are all claiming they are the unsung heroes of GM's bailout...
17 Feb 2011
2010 was a very strong year for mergers and acquisitions in the Middle Kingdom. Statistics provided by Thomson Reuters show that over 3000 M&A transactions involving Chinese enterprises with a combined US$131.1 billion were reported in 2010...
17 Feb 2011
The winds of change blowing across the Northern Sahara all but demand a look at foreign operations disclosures...
17 Feb 2011
Airgas’ poison pill is intact and Air Products is retreating. Chancellor William Chandler’s recent ruling upholding Airgas’ poison pill sounded the death knell of Air Products’ year long, hostile bid for its industrial gases rival...
17 Feb 2011
Activist hedge funds are turning up the heat in the City of London, as they needle directors to maximise profits as weak economic conditions wilt hedge fund returns…
17 Feb 2011
Banks are going cuckoo for Cocos and their potential to boost capital ratios, as Credit Suisse leads the banking sector in a $2 billion offering of hybrid capital to fend off the regulatory crunch…
17 Feb 2011
The European Commission has published a progress report on the programme of reforms which were detailed in its June 2010 Communication "Regulating Financial Services for Sustainable Growth”...
17 Feb 2011
It’s natural for deal litigation to take place in a variety of jurisdictions, but some corporations want to move all intra-company disputes to Delaware. Deals from...
17 Feb 2011
Though a recent Ontario court decision suggests the Integrated Market Enforcement Team of Canada’s RCMP continues to struggle in its attempts to combat white collar crime, the efforts of provincial securities regulators suggest hope…
17 Feb 2011
Sometimes the best gift comes in the form of cold hard cash, given on just the right occasion. Instead of flowers, India’s Helion Venture Partners found…
16 Feb 2011
Though only the world’s second-largest economy, China reportedly surged past the U.S. last year in trademark registrations, ranking first globally with 4.6 million registered trademarks in 2010…
16 Feb 2011
It seems at least one Australian miner considers the Toronto Stock Exchange a better route to maximizing shareholder value than the Australian Stock Exchange. Less than two years after delisting from the ASX…
16 Feb 2011
Following Panasonic’s buyout of Sanyo and Panasonic Electric Works late last year, the Japanese electronics maker has finally begun to fill the SEC in on the details…
16 Feb 2011
China’s internet censorship has spawned international ire from human rights proponents, including activist shareholders. For the past several years, activist shareholder Jing Zhao has attempted to have a human rights shareholder proposal included in Yahoo’s …
15 Feb 2011
Ally Financial, Inc. is refueling in the bond market with a private offering. The bank offered $2.25 billion in senior notes maturing on 2014. Ally Financial, formerly known as GMAC, was...
15 Feb 2011
The SEC has unleashed the mighty spawn of Dodd-Frank with its new rule proposing to regulate security-based swap execution facilities. The overarching message of the 464-page doorstop: efficiency good, transparency better and please, no more systemic risk...
15 Feb 2011
Shifting highly leveraged real estate assets in New York City is the latest game at the gambling table, and is being actively played by funds affiliated with John Paulson and Bill Ackman. The game also guarantees the “Special Servicers” a special seat at the gaming table...
15 Feb 2011
The Canadian mining industry has seen a flurry of consolidation activity so far this year. Yet, even with that backdrop, the recently announced deal by Vancouver-based miner Imperial Metals to take American Bullion Minerals private stands out…
15 Feb 2011
Long awaited and much debated, Hong Kong’s Company Law rewrite has been completed and is set to take effect this year. Gazetted and introduced into the city’s Legislative Council last month, the new Companies Ordinance shines a tougher enforcement spotlight on…
15 Feb 2011
Macondo has claimed yet another victim as Seahawk Drilling has flown into Chapter 11 of the history books...
15 Feb 2011
Antitrust laws—also referred to as competition laws—in the United States and Canada afford companies a great deal of discretion in how they distribute their products...
15 Feb 2011
Executive composition is a hot button topic every year, but it is growing even hotter thanks to Dodd-Frank and the still difficult economic environment...
15 Feb 2011
The flurry of income trust conversions completed at the end of 2010 had a perhaps unexpected repercussion – it resulted in an abnormally large number of credit agreements being filed on the public record at the same time…
15 Feb 2011
After a fruitful U.S. IPO last year, tutoring servicer Tal Education Group recently disclosed the details of a share incentive plan designed to retain employees in…
15 Feb 2011
The best defense is a good offense for subcontractor Mercury Computer Systems, with a new offering of 4.8 million shares...
15 Feb 2011
Rolled aluminum manufacturer Novelis, Inc., will wrap old debt into new with a $2.5 billion senior note swap...
15 Feb 2011
Testing lawyers’ fiduciary duties and consultancy agreements to the limit, a recent English court case has confirmed a limited exception for lawyers in conflict of interest scenarios and...
14 Feb 2011
As more Chinese companies trade on U.S. stock exchanges, investors are increasingly suing them for securities fraud in U.S. courts -- and slamming into a host of legal and bureaucratic barriers...
14 Feb 2011
In a signal that the consolidation dance continues among gold miners, Denver-based Newmont Mining announced that it has entered into an agreement to acquire Fronteer Gold. The $2.3 billion deal utilizes the “merge and spin-out” model...
14 Feb 2011
The SEC is scouring issuers’ periodic filings for missing material contracts. The regulator has its eye out not only for the contracts but also the related schedules, exhibits, and attachments...
14 Feb 2011
Designed to enhance the dialogue between auditors and financial firms and prevent Lehman-esque failings, the UK’s Financial Services Authority (FSA) has published a draft auditor and supervisor code of practice as it seeks to increase…
14 Feb 2011
Bringing a sparkle to the UK’s Alternative Investment Market (AIM) recently was Botswana Diamonds plc, which added a precious new addition to the falling number of AIM applicants…
14 Feb 2011
Defense company Raytheon looks to the SEC to help protect its employees from potentially hostile shareholders…
13 Feb 2011
For Israel’s Elbit Imaging Ltd., a $300 million offering should fund a colorful palette of opportunities…
11 Feb 2011
Form F-9 is an endangered species and it may soon go the way of the dodo bird. The impending change to cross-border securities regulation has its roots in…
11 Feb 2011
Indian companies are snapping up marquee European assets once thought to be the reserve of sovereign wealth funds like never before. No slumdogs, these millionaire companies are combining…
11 Feb 2011
While the likes of Facebook and Twitter are mulling over how to penetrate the Great Firewall, certain U.S. private equity investors have been pumping money into homegrown Chinese internet wonders…
11 Feb 2011
Shaving foreign exchange basis points could have backfired for custodians of America’s state pension funds...
11 Feb 2011
The blockbuster merger bridging the London and Toronto Stock Exchanges may have been announced, but this London bridge may yet fall under the sheer weight of staggering legal complexity…
10 Feb 2011
Executive compensation and dual class share structures have been the focus of a considerable amount of attention of late, so perhaps it is no surprise that, at the end of 2010, the TSX issued a Staff Notice concerning both issues...
10 Feb 2011
A proposed rule will finally see the SEC change the locks on the gatekeepers…
10 Feb 2011
The mounting political tension between Cambodia and Thailand could have a long lasting impact on the economies of both sides as well as South East Asian cross-border investment...
10 Feb 2011
The German Funding Register was introduced to enhance legally valid and enforceable asset and portfolio transfers as a basis for syndicated bank lending, asset-based funding transactions, and pooled funding...
10 Feb 2011
Blackstone Group LP suffered a legal setback as a federal appeals court revived an investor lawsuit accusing the private equity firm of hiding bad investments before raising $4.7 billion in its 2007 IPO...
10 Feb 2011
4G mobile networking just got a little bit more international with a record cross-border investment. Singapore’s Cavium Networks announced that it has purchased Wavesat Inc...
9 Feb 2011
As Malaysia moves towards a more liberalised capital market, in line with global developments and regional trends, Bursa Malaysia Securities has decided to revamp the...
9 Feb 2011
In the absence of federal legislation limiting carbon dioxide and other greenhouse gas emissions from industrial and other sources, U.S. businesses find themselves in a unique position in 2011…
9 Feb 2011
At least one person thinks Bernie Madoff did not act alone. Irving H. Picard, the court-appointed trustee, is alleging that some of the world’s biggest financial institutions enabled Madoff’s fraud...
9 Feb 2011
Just as choosing a home can be one of the biggest decisions in a person’s life, choosing a jurisdiction to call home can be a biggie for the public issuer…
9 Feb 2011
Private equity mover and shaker Summit Partners has no questions about spending $127 million for Answers.com…
9 Feb 2011
Waging a good battle against bad corporate governance, the China Securities Regulatory Commission recently completed a written comparison of the nation’s governance practices…
9 Feb 2011
Amended bylaws of Tampa’s TECO Energy squeeze the company’s VPs and give the chairman a little more juice…
9 Feb 2011
Over the past year, asset management companies have been merging at a fierce pace, both in Canada and abroad. The latest example is the acquisition by Toronto-based independent asset manager Sprott Inc. of three California companies…
8 Feb 2011
A revolution of sorts has taken place in corporate Canada over the past few years, with investors demanding greater say on a number of fronts. Now the Ontario Securities Commission (OSC) has taken the next step…
8 Feb 2011
The Evergreen State will be a little greener when Redmond, Washington’s Microsoft Corp. sells $2.25 billion in notes...
8 Feb 2011
Men’s Wearhouse founder George Zimmer is famous for the company’s slogan, “You're going to like the way you look. I guarantee it." The company, however, now needs to guarantee more prosaic obligations...
8 Feb 2011
Anyone doubting the intrigue of SEC staff review need look no farther than comment letters to Cryo-Cell International…
8 Feb 2011
A shiny new facility is helping AboveNet, Inc. score an easy $250 million in revolving credit...
8 Feb 2011
Caution, rather than cataclysm, seems to be the watchword for Western companies doing business in Egypt…
7 Feb 2011
For Canadian resource companies somewhat leery of the advances of foreign state-owned enterprises, a recent deal involving Uranium One, the mining and exploration company based in Vancouver, illustrates one of the potential advantages…
7 Feb 2011
A prominent U.S. law firm accused Chevron Corp of mounting a "smear campaign" aimed at keeping it out of a high stakes Ecuadorean environmental pollution case...
7 Feb 2011
The ink is dry on the merger, integration is underway, synergies are starting to show – and then regulators order divestments. Or worse. This nightmare scenario is confronting Polypore International, Dean Food Company, and others…
7 Feb 2011
The English high court has rejected an attempt by noteholders to side-step subordination in a judgment that exposes the finer links between events of default, subordination and the limited rights of noteholders…
7 Feb 2011
Showtime has finally come for Mediacom Communications as its proposal to go private comes down to a shareholder vote…
7 Feb 2011
Denver-based SM Energy Co. has mastered its most recent private placement, pricing $350 million in senior, unsecured notes to the market...
4 Feb 2011
Equity Residential’s shareholders want a green proxy statement, but management says not so fast…
4 Feb 2011
If medicine’s an inexact science, surely gauging healthcare industry risks requires substantial margin for error...
4 Feb 2011
Chinese New Year blessings have descended favorably upon one Sino-U.S. reverse merger this year. Self-described as a biotech enterprise domiciled in Delaware, China Insonline Corp recently had a...
4 Feb 2011
A flood of fundraising may be set to hit UK markets. Funds and private equity players are getting ready to raise some serious cash, as potential acquisitions appear on the horizon...
4 Feb 2011
When it comes to securities regulation in Canada, much of the attention is focused on the provincial and territorial commissions, and whether there might one day be a federal regulator...
3 Feb 2011
Companies, shareholders, and counsel are awaiting Chancellor William Chandler’s ruling on Airgas’ poison pill. If there is a case where Delaware’s Chancery Court would judicially redeem a poison pill, then this may be it…
3 Feb 2011
A recent decision of Hong Kong’s Administrative Appeals Board, an independent statutory body set up to hear appeals against a wide variety of administrative decisions…
3 Feb 2011
Proposed increases in federal rewards for whistleblowers who report securities violations to the Securities and Exchange Commission raise the risk that employees will go outside their firms to report trouble...
3 Feb 2011
The U.S. Securities and Exchange Commission is cracking down on corporate disclosure of litigation costs, a Reuters Legal analysis has found. In particular, the agency is targeting banks and...
3 Feb 2011
The current turmoil in Tunisia, Egypt and Jordan has heightened the money laundering risks associated with politically exposed persons in those countries and...
3 Feb 2011
On the same weekend that the NHL All-Star Game was played in Raleigh, North Carolina, Bauer Performance Sports filed a prospectus for an IPO. An interesting coincidence, and perhaps also a signal that…
3 Feb 2011
Ever mindful of systemic risk, the CFTC has proposed position limits on a number of physical commodity derivatives. With its mandate confirmed by the Dodd-Frank Act…
3 Feb 2011
Betting $1.4 billion on its cloud computing strategy, Verizon Communications announced it will acquire Miami-based Terremark Worldwide, Inc…
2 Feb 2011
It won’t win an Oscar, but a $175 million IPO should create plenty of buzz for professional networking site LinkedIn...
2 Feb 2011
Dodd-Frank and SEC-bolstered shareholders officially have a say on company pay. The SEC recently adopted rules requiring companies to hold say-on-pay, say-on-pay frequency, and golden parachute approval votes...
2 Feb 2011
After being crippled by floods for weeks, Australia is striving to mop up the mess left behind by Mother Nature. Queensland, one of the nation’s two mining states…
2 Feb 2011
Having fueled its acquisition appetite, Consol Energy will exchange a total of $2.75 billion in senior notes expiring in 2017 and 2020…
2 Feb 2011
The Securities and Exchange Commission approved a proposed Financial Industry Regulatory Authority rule amendment giving customers the option of having their arbitration claims or...
1 Feb 2011
Used car super retailer CarMax, Inc. is adding two new seats and members to its board of directors. The Richmond, Virginia-based company amended its bylaws...
1 Feb 2011
New regulations may be about to alter the way that companies employ staff in the UK, as the Agency Workers Regulations 2010 threaten to…
1 Feb 2011
Pluristem Therapeutics hopes to ride a $38 million wave of optimism to fund two clinical studies…
1 Feb 2011
This year may prove to be a watershed for local government entities facing unsustainable tax and budgetary shortfalls, record levels of unemployment, falling real estate values, underfunded pension liabilities...
1 Feb 2011
Clothing retailer J Crew Group Inc violated its settlement of a shareholder lawsuit over its proposed takeover by private equity firms TPG Capital and Leonard Green & Partners...
1 Feb 2011
Adding a silver, gold and zinc lining to the UK M&A sector recently have been commodity company acquisitions. These businesses benefited from resurgence in commodity prices…
1 Feb 2011
Private equity, M&A advisors, and underwriters are learning that the nutritional supplement industry can thrive, even in lean times...
1 Feb 2011
Good deals go bad, but when the stakes reach the billions, the fallout can get ugly, as Delaware’s Chancery Court proves yet again…