LATEST ANALYSIS
May 2009
27 May 2009
Say-on-Pay? Yes, Please
Sale-Leasebacks – Airlines Raising Cash
How do you Spell Trouble? XBRL
Executive Realignment – Perks Cut
Newspapers’ Plight – Overshadowed by Automakers
27 May 2009
Pssst…want to buy debt on the cheap? Loan buybacks let borrowers redeem debt at secondary market prices that are low, at least for now. Deleveraging never sounded so easy…
27 May 2009
The Memorial Day holiday has made this a slower yet still eventful week for business law transactions. Capital markets continue to exhibit signs of revitalization with IPOs and debt offerings. Regulators dealt with important matters including…
27 May 2009
All powerful CEO-Chairmen are so 2008 – a string of companies splitting the titles has left several CEOs bereft of their cherished “chairman moniker.” This movement has spread far from the financial services sector and far from the U.S. – though the financial crisis has given…
27 May 2009
Short of a miracle on Wall Street, GM’s complex ride through bankruptcy appears set to begin, with many a legal pothole ahead. In a scene reminiscent of a car ad, the GM bankruptcy vehicle is bursting with passengers along for the ride – the U.S. government being just one of them…
27 May 2009
Credit markets in Canada have tightened just like the rest of the world, but they haven’t been under quite the deep freeze as they’ve been in the U.S. and other jurisdictions. By many accounts, Canada has weathered the storm swirling around tightening credit markets quite well…
27 May 2009
The Financial Accounting Standards Board, the private sector organisation that establishes accounting standards in the US, announced last week that it would keep to its 2010 deadline for consolidating off-balance sheet financing vehicles…
21 May 2009
What happens in Vegas may stay in Vegas, but not in commercial real estate. Problems permeate much of the nation as commercial real estate firms have been battered by frozen credit markets, a moribund retail environment and cash-strapped tenants…
21 May 2009
Incorporating in Delaware has always had many benefits, including an extremely large body of well-established business law, various corporate tax benefits and business-friendly corporate legislation. The current economic condition may be making Delaware incorporation even more attractive for some Canadian issuers...
21 May 2009
After months of anticipation, the Treasury confirmed last week that six life insurers have been approved to receive funding under the Capital Purchase Program (CPP). Financial institutions are, however, increasingly reluctant to participate…
21 May 2009
A group of 18 financial institutions have filed suit in New York State Court to force insurer MBIA to unwind a restructuring that in effect split the company in two. In February, MBIA announced that it separated…
21 May 2009
Backdating: Round TwoQuality Earners: No Governmental Guarantees, PleaseChapters 7, 11 and the Double Gulps of BankruptcyUtilities’ Borrowing Power Cut Tax Sharing Agreements: Bearing the Burden
21 May 2009
With credit markets in a full spring thaw, credit is flowing once again, even to borrowers that some might have once considered risky. For uses ranging from acquisition finance to…
21 May 2009
Anti-trust will not be the sole province of dusty law tomes for long. Just ask Intel and InBev. Anti-trust issues touch everything from pricing to M&A and even bankruptcy sales. With a law professor now as Commander in Chief, economic conditions that…
19 May 2009
With asset acquisitions on the upswing, “holdbacks” are part of a few-holds barred struggle over terms. Tough economic conditions lead to tougher negotiation over everything from holdback percentages to payout events. The subtext to much of this discussion, though, is concern by sellers that…
19 May 2009
MGM Mirage staged an impressive turnaround last week after placing its bets on the reopened high-yield and equity markets to raise the US$2.5bn required as part of an agreement with its senior lenders. The funding eliminates…
19 May 2009
The UK has been awash in shareholder activity and resolutions on company remuneration reports have seen a significant number of votes cast against their approval. This phenomenon has crossed many industries and is not isolated to just the banks…
19 May 2009
The complexity of the economic and financial issues facing companies today has made voting issues, including policies and recommendations on how to vote, more important than ever. Many shareholders this year are more involved than before and are looking for informed guidance on the issues awaiting their votes…
19 May 2009
Big Infrastructure looks set to be really big, in terms of legal opportunity…though with some thick strings attached. With over $150 billion on the line…
19 May 2009
Movie scripts would beg to be built around this rich a set of characters: greedy bankers, vulnerable borrower, and rapacious hedge funds, all set against the backdrop of a playground for the wealthy. With the awarding today of the exclusive Yellowstone Club to Cross Harbor Capital Partners for a mere $115 million…
19 May 2009
This was a balanced week for business law overall. Capital markets continue to virtually bubble with activity. Regulation activity has picked up. Restructuring work included a diverse spectrum of activity from…
14 May 2009
January 1, 2013 is a major date for the developing emissions trading market. In Europe, it marks the launch of Phase 3 of the European Union's emissions trading scheme. A US cap and trade….
14 May 2009
FCPA: Kicked in the Back for Taking KickbacksFocus on Transaction FinancingBlank Checks? Check AgainVoting Agreements and CVAsEnvironmentally Sound DealsNortel – A True Restructuring…
14 May 2009
Credit markets are reported to be in thaw – and some recent interest-related terms seem to prove it. While covenant renegotiations are a new norm (triggered by the harmful impact of the economic crisis), so are terms that appear to grant at least some borrowers new latitude…
14 May 2009
Reports of the demise of hostile activity are premature as equity-oriented hostile takeovers are supplemented by board-level proxy battles. Hostile tactics are being driven by…
14 May 2009
Last one out, sell off the IP...before it melts…and then turn off the lights. First, though, shine that light on an interesting corner of the bankruptcy world, a market that lets equity-rich brands live a second life…
14 May 2009
Executive compensation is taking a front seat in Canadian shareholder resolutions this year. Say-on-pay issues in particular have reportedly received more shareholder proposals than any other single subject in Canada…
12 May 2009
Proxy access has emerged as a hot topic this year among shareholders who seek a greater opportunity to impact the nomination of directors and boards. While supporters of rights to proxy access have argued that…
12 May 2009
With the stress of the stress tests now behind the nation’s largest financial intuitions, the horizons are clearly filled with a bounty of opportunity, for both TARP recipients and their professional advisors. The survival of the fittest has led to…
12 May 2009
The FTC is currently investigating whether Google CEO Eric Schmidt’s membership on the board of Apple is a violation of antitrust laws. Yet with all this talk of an iPhone monopoly, antitrust isn’t all these two tech giants should be worried about…
12 May 2009
Shakespeare said it best: Passionate unions can be broken asunder by sober monitors of best interests. Corporate Romeos and Juliets seeking mergers are about to find particularly prickly parents under the new Obama antitrust regulators...
12 May 2009
The capital markets are open for business. Improved economic sentiments, the stress test imperative, and the Treasury’s vague guideline that any bank with plans to repay TARP must at least issue non-FDIC guaranteed…
12 May 2009
The US government's TALF programme is picking up speed after a slow start. The US$10.6bn of Federal Reserve-provided loans sparked ABS issuance of US$13.8bn last week…
12 May 2009
With credit markets still in flux, apprehension and even gyrating capital structures are now the subject of quite-open discussion. UK companies have become positively chatty on issues both broad and narrow…
7 May 2009
Sharks may choke on all the poison being fed – and litigated. As the antidote of choice for companies looking to ward of hostile investors, poison pills have been increasingly used during the financial crisis to…
7 May 2009
It’s been a while since there were even any initial public offerings (IPOs) to talk about, but now that we have seen offerings by China Zhongwang Holdings, Changyou.com, DigitalGlobe and Opentable, it’s timely to talk about the trends coming out, both legal and business. These trends include...
7 May 2009
Chemicals giant LyondellBasell took the Luxembourg-registered issuer of its European high-yield bonds under the protection of the US Chapter 11 insolvency protection regime last week in a move that effectively puts a six-month stay on noteholders…
7 May 2009
Springtime Thaw in the Credit MarketsSaving Cash Through Lease TerminationsThe Crash of Chrysler – Who was Wearing Seatbelts? Internet Businesses in China – Not for the FaintheartedAsset Sales – The Other Side of Bankruptcy
7 May 2009
Capital structures are under siege and intercreditor terms are changing fast. With credit markets enlivening and bankruptcies abounding, second thoughts are being given to "second liens" (and every other lien). Terms like "subordination" and "adequate protection" are positively rolling off tongues…
7 May 2009
Investors in BRIC markets are particularly concerned with corporate governance practices. Over the past few years, foreign investment in these countries has reached a…
5 May 2009
With Cerberus’s little mistake called Chrysler getting such attention, it’s worth noting that hedge funds continue to go bad in large numbers, leading to even more surrounding controversy. Diving fund values are just the most immediate sign of the instability in the industry...
5 May 2009
With Chrysler and MGM Mirage, among others, selling off marquee assets, it’s safe to say it: asset sales are back in the spotlight. However, they need to get done in ways more sensitive to…
5 May 2009
Could the bankruptcy of a single company bring the securitization market to its knees? No, we aren’t talking about Citigroup or Bank of America, but General Growth Properties (GGP). As if all of this talk of bankruptcy…
5 May 2009
Chrysler’s Chapter 11 bankruptcy filing has led to a cascade of disclosures. Obviously a big deal, this impacts a wide range of companies, not least among them GMAC Financial and GM itself. Ironically…
5 May 2009
Chrysler is the omnipresent issue in today’s business law environment. The biggest bankruptcy of the year (so far…), it is packed full of legal drama. With news from the good/bad spilt to reported...
5 May 2009
US industrials are struggling with debt burdens and results that illustrate the rapid economic decline. In response, they are turning to dramatic sales of equity and convertibles to cure financing concerns…
5 May 2009
Comeuppance has come for energy companies. In a reversal of the energy highs of 2008, energy consumers are upbeat, producers are downright downbeat, and price-driven M&A opportunities are…
5 May 2009
While many companies tout themselves as being good environmental stewards, scores of shareholders aren’t so sure and want to hold companies and their boards accountable for their environmental practices. Even though going green during an economic crisis isn’t…