LATEST ANALYSIS
March 2010
31 Mar 2010
Glacial movement in the private equity sphere of Islamic finance could finally be showing signs of a thaw. After a dormant 2009, several recently announced Sharia-compliant funds suggest PE is finally moving again...
31 Mar 2010
Recent SEC filings provide a rare window into UK venture capitalism, in a sign that investors may be developing a taste for promising new companies once again...
31 Mar 2010
To buy or not buy—is the crucial question in M&A. Fortunately for the cautious at heart, would be acquirers have options, such as licensing agreements…
31 Mar 2010
Medical device maker AGA Medical announced earlier this week that it has settled the patent infringement action brought by Medtronic over three years ago. The dispute centered around AGA’s…
31 Mar 2010
Much has been said about the prosecution and trial of four employees of British-Australian mining company Rio Tinto Ltd. Yet, questions surrounding what laws were used in reaching the guilty verdicts have remained unaddressed…
30 Mar 2010
The forecast for the alternative energy sector in China: consistently sunny with strong gusts of wind, more than enough to power the projects that are popping up on Chinese terrain…
30 Mar 2010
A sale is a sale – except when it’s a loan. Lehman Brothers’ Repo 105, General Growth Properties, and Extended Stay America’s Chapter 11 cases all touch on the complicated issue of...
30 Mar 2010
In London’s first IPO of the year and the biggest since December 2008, African Barrick Gold, the London spin-off of the Canadian gold company’s African assets, has issued a Prospectus for…
30 Mar 2010
After a long bumpy ride through economic waters, at least one part of the tourism industry may be set for recovery. Royal Caribbean Cruises Ltd subsidiary Allure of the Seas Inc was granted an unsecured term loan of up to $1.13 billion…
29 Mar 2010
Patent trolls, university research and JVs at home and abroad are all in a day’s work for companies reliant on intellectual property. This year, a number of notable new trends in IP-disclosures have arisen...
29 Mar 2010
Challenging financial times call for creative solutions. While IPOs have provided many companies with much needed capital in recent weeks, many other large conglomerates are looking to nurse shareholder gains by going private…
29 Mar 2010
Despite a long tradition of shareholder activism on Wall Street, the UK has not, with notable exceptions, been a jurisdiction with a history of shareholder activism – until now. Pressure is mounting in UK board rooms as a new brand of shareholder activism begins to brew…
29 Mar 2010
In light of all the fuss over the past year around shareholders wanting a say in executive pay, early returns on advisory votes at three Canadian financial services companies have proven to be somewhat of a surprise…
29 Mar 2010
Throughout the economic rollercoaster of the past two years, we’ve seen many financial institutions fold. But one bank seemingly bucking the trend is Montana-based First Interstate BancSystem (FIB)…
26 Mar 2010
The long arm of U.S. regulatory enforcement muscle has struck yet again, this time cracking down on corrupt business practices associated with operations in Iraq and Indonesia. Fuel additives manufacturer Innospec has reached a settlement with the SEC, DOJ and Treasury over…
26 Mar 2010
Indiana is home to the Colts, the Indy 500, and as of recently, a very board-friendly corporate code. Ball Corp, WellPoint, and Lincoln National have all received shareholder proposals calling for the companies to re-domisticate or…
26 Mar 2010
A recent filing by the Arabian American Development Company, an obscure Texas petrochemical and mining concern, offers outsiders a rare, kaleidoscopic glimpse into the world of joint ventures in the MENA region. The script reads like something out of Hollywood …
26 Mar 2010
Islamic banking’s breathless race to catch up to its conventional counterparts has at times run a bumpy course. To the customer, the inside of an Islamic branch may resemble a conventional bank, but appearances can deceive…
26 Mar 2010
The Basel Committee has sought to increase the minimum standard of international corporate governance for banks by publishing a new consultation paper on Principles for Enhancing Corporate Governance…
25 Mar 2010
The surprising trajectory of bankruptcy straight to IPO may seem incongruous, but is all too real. In what may perhaps prove to be an interesting precursor for skeptics who think that GM going public soon is laughable…
25 Mar 2010
The FDIC reported another round of bank closings late last week that included one of the largest issuers of credit cards for small businesses, Advanta Bank Corp of Draper, Utah…
25 Mar 2010
With an aging population and portfolios damaged by the economic turmoil of the past few years, pensions are a sore point these days. In Canada, the issue has received special attention in part because of several recent high-profile restructurings…
25 Mar 2010
Congoleum Corporation recently announced that it has reached a $100 million asbestos settlement, interestingly filed by a long-bankrupt company long after bankrupt companies typically stop filing…
24 Mar 2010
The economic recovery seems to be underway, but the credit crunch left a lot of investor fear and distrust in its wake. This climate will continue to impact M&A deals in the near term…
24 Mar 2010
An SEC window has opened into seldom-seen IP commercialisation agreements, by the venerable Cambridge University, no less. In a biotech deal worthy of the UK’s status as Europe’s leading technology centre, Cambridge University has…
24 Mar 2010
After its $200 million acquisition of Datascope Corp’s Patient Monitoring decision, Mindray Medical International Ltd has resurfaced on March 8 2010 to complete an offering of 4 million American Depositary Shares…
24 Mar 2010
In the roll call of industries crushed by the global economic crisis, aviation sits near the top, literally and figuratively. Thin margins, high leverage and elastic fuel costs make operating airlines a dicey proposition in the best of times…
24 Mar 2010
Healthcare reform is an important topic reshaping not only medical care, but the landscape of American law and business. Even as the current iteration of the bill moves toward final passage…
23 Mar 2010
The gory details in the report by the Lehman Brothers Bankruptcy Examiner could have impact far beyond Lehman, touching everything from securitization to securities disclosures. The report itself contains enough financial scares to give any director or lawyer nightmares…
23 Mar 2010
The Orchard Enterprises, a public digital music and video distribution company, has entered into a $13 million deal to go private with Dimensional Associates…
23 Mar 2010
Of a population nearing seven billion, the number of qualified Shariah scholars in the entire world is estimated to be 200, or roughly the number of professional athletes in New York. In reality, a tiny subset of these scholars wields a disproportionate degree of the influence in the Islamic finance industry…
23 Mar 2010
Revlon Consumer Products filed amended agreements earlier this week from its previously announced refinanced credit facilities. Revlon previously announced...
22 Mar 2010
Inter-dealer brokerage BCG Holdings’ majority owner, private investment advisor Cantor Fitzgerald, subscribed to a private placement of $150 million convertible senior note issuance by BCG earlier this week...
22 Mar 2010
Copyright infringement litigation has been heating up PRC courtrooms. Not only is the number of lawsuits in this practice area increasing furiously, the presence of overseas parties and international companies is drawing global attention to PRC copyright law…
22 Mar 2010
Accuride Corp has been on a wild bankruptcy ride that only just ended – and in its wake it brings a control-limiting deal with hedge fund York Capital. Accuride finally emerged from bankruptcy, thanks in part to…
22 Mar 2010
In the latest attempt by the FSA to flex its enforcement muscle, it has announced that a former Merrill Lynch trader, has been prohibited from…
22 Mar 2010
The commodity markets had their fare share of volatility in 2009, which wreaked havoc on many companies’ earnings—some for the better and some for the worse. Companies from Gulfport Energy to Metalico Corp. and Tasty Baking to Kellogg were affected by the tumultuous commodities markets and are disclosing so in their 10Ks…
22 Mar 2010
In today's world of ubiquitous communications, the behavior of employees, executives, suppliers and other key players in a business is under extreme scrutiny. Perhaps in reaction, codes of conduct for industries and individual companies seem to be gaining popularity in Canada.
19 Mar 2010
CMBS is clawing its way back to life, led by both new originations and servicing, powered by smart money players from Deutsche Bank to Berkshire Hathaway. Significant deals continue to unfold as these deals, once left for near-dead on government-backed life support systems, slowly, but unmistakably, revive…
19 Mar 2010
With an upcoming deadline earlier this year, special purpose acquisition company (SPAC) BBV Vietnam SEA Acquisition Corp was hanging on for dear life. Originally, the Marshall Islands incorporated SPAC had until February 2010 to acquire its unnamed target…
19 Mar 2010
At the peak of a market it helped to stoke, now embattled Dubai World spent billions snapping up showplace properties in Manhattan and elsewhere. But as the dust begins to settle from the world economic crisis, assets continue to shift…
19 Mar 2010
Cyber attacks are a growing global problem affecting businesses both within and outside of the traditional IT sector. In the U.S., the Pentagon has just announced that it is to create a cyber army in the wake of…
19 Mar 2010
In parallel to shareholder movements at many private companies, the SEC is currently taking comments on how new proposed NYSE rules should be implemented. The proposal in question would direct NYSE Euronext to amend its bylaws to...
18 Mar 2010
Succession planning proposals are in this proxy season – quite literally. After the succession fiasco at Bank of America and the less-than-smooth transition at Lazard, CEO succession is on shareholders’ minds…
18 Mar 2010
Nortel Networks recently filed as part of its 10-K agreements or amendments for many of the deals which were at the center of the 2009 headline topping deconstruction of Nortel. This 10-K is a deal lawyer’s treasure trove, as it contains numerous cross-border stalking horse bids from multiple countries…
18 Mar 2010
Hong Kong is the city that never sleeps, where 4 am cell phone chatter fills local haunts. With roller coaster transactions such as Prudential’s recent AIA purchase for US$35.5 billion, lawyers and financiers also know Hong Kong as the city where deals never stop…
17 Mar 2010
As a sign of confidence in the renewal of real estate, Goldman Sachs and Citicorp have shown a cautious faith in at least one active REIT. Gramercy Capital Corp., a New York-based entity, recently…
17 Mar 2010
CNOOC Ltd has been busy keeping its new year’s resolutions. In its forward-looking statements to the SEC earlier this year, CNOOC Ltd disclosed that it expected nine new projects to…
17 Mar 2010
In the shadow of scandals of the past decade, regulators and investors are casting a suspicious eye on related party transactions. Enron Tyco, Hollinger, and even the Bank of America/Merrill Lynch fiasco…
17 Mar 2010
Large banks including PNC Financial and Citigroup have recently repaid TARP, but many of these entities still aren’t quite free and clear of the U.S. Treasury. Under the terms of TARP’s Capital Purchase Program, the Treasury got an extra-sweetener…
17 Mar 2010
A rare window into the secondment arrangements of UK companies was opened this week. This surrounds BP Corporation North America Inc’s secondment of Robert W Dudley to the UK office of BP Plc…
16 Mar 2010
Compensation committee independence is front and center in the battle over executive pay, with Goldman Sachs the latest to receive proposals about CEOs on their board. The concern: CEOs indirectly benefit from…
16 Mar 2010
New tickers for PRC companies are popping up on the NYSE and NASDAQ once again, as U.S. listings remain hot tickets. Aptly-named PRC companies like China Lodging and China Ceramics are motivated by strong regulatory factors on both sides of the Pacific…
16 Mar 2010
Navistar Financial Corp announced it has entered into an Operating Agreement with General Electric Capital Corp...
15 Mar 2010
Bankruptcy-related disclosures are only for distressed companies, right? Wrong. With the collapse of Lehman trickling down throughout the capital markets and banks in many necks of the woods still going under…
15 Mar 2010
Famous Dave’s of America wins bid for seven of nine restaurants of North Country BBQ Ventures Inc...
15 Mar 2010
The lack of takeover defences available to UK companies has seen Cadbury, VT Group and Minerva all ducking and diving in the face of hostile bids but unable to throw a punch of their own…
15 Mar 2010
Inland Western Retail Real Estate Trust recently filed the senior mortgage and mezzanine loan agreements underlying its 2009 $625 million 10-year CMBS securitized refinancing arranged by JPMorgan Chase...
15 Mar 2010
Most experts agree that Islamic finance faces not only a bright future, but a special set of challenges. Expansion has come quickly for the industry, but not without its own set of growing pains…
12 Mar 2010
Oddly, the latest trend in corporate finance is…M&A. From AB Inbev to AIG, and Kraft to PNC, companies with heavy debt loads are divesting to plug financial holes that banks would once have filled…
12 Mar 2010
Some things are just too good to last, and it now appears that the fortuitous pairing of two seemingly unconnected groups – income trusts seeking conversion and small tech companies needing funding – has come to an end…
12 Mar 2010
Cross-border securities enforcement and FSA authority just got a strong boost from a recent Court of Appeal decision. Following allegations of short selling misdeeds, the SEC asked for the FSA’s help, which it got in spades…
12 Mar 2010
A turbulent restructuring has ended for private publisher Haights Cross Communications. The voluntary filer has submitted its indenture and related documents, including an…
12 Mar 2010
Nitrogen fertilizer producer Terra Industries has deemed former nemesis CF Industries’ $4.68 billion offer to be a “Superior Proposal” under the Agreement and Plan of Merger it signed with Yara International just last month...
11 Mar 2010
General Growth and Brookfield Properties offer a powerful “tale of two cities” in which clever legal and financial structuring appear to win out above all. With all eyes on GGP’s tragic drama, Brookfield’s own maneuvers are a source of inspiration…
11 Mar 2010
In an enviable spurt of deal activity keeping law firms globally busy, AIG has just signed up for three cash-raising deals valued in excess of $45 billion. Together, these transactions may allow AIG to repay part of what it owes its rich Uncle…
11 Mar 2010
New technologies have resulted in a blurring of the lines between various forms of media, with television, print, and many other forms sprouting in non-traditional ways. Against this backdrop of changing parameters, the Canadian media industry faces challenges…
11 Mar 2010
Unilever N.V. and Unilever plc have agreed to a Supplemental Agreement to their Equalisation Agreement. The Supplemental Agreement removes references to the Euro and Pound Sterling within…
11 Mar 2010
It’s “do or die” time for many SPACs, as several have announced or closed deals recently, while others have run out of time and have been forced to liquidate…
10 Mar 2010
Investor protection looks set for quite a bumpy ride, thanks to two just-announced mergers. The proposed acquisitions of RiskMetrics by MSCI and of Bowne by RR Donnelley seem likely to impact everything from…
10 Mar 2010
The foundations of Islamic finance may be trembling by dint of the controversial reasoning in a recent English court decision. Some Shariah-based contracts may now be interpreted in a manner that now places them under a cloud of doubt...
10 Mar 2010
Clever structuring has been known to let many a party have their cake and eat it too. Of late, reverse mergers between PRC and U.S. companies are proving themselves more useful than a simple listing on the NASDAQ or NYSE…
10 Mar 2010
As PE deals heat up, Telecom provider RCN Corporation announced last week that it has entered into a $1.2 billion merger agreement with private equity firm Abry Partners...
10 Mar 2010
Oil wildcatters are seeking liquid gold in what was once one of the furthest corners of the British Empire, whether labeled the Falklands or Las Malvinas. Along with this quest has come a parallel quest for funding…
10 Mar 2010
Not quite as controversial as the delayed release of Bank of America’s secret bonus agreements with Merrill but still noteworthy, Daimler has disclosed the details of its exit from Chrysler…
9 Mar 2010
Conflict-based lawsuits are the latest in anti-takeover protection -- and are fraught with concerns for lawyers, clients and shareholders alike. Suits against major firms remind: while sometimes...
9 Mar 2010
After unanimous approval by independent members of its board of directors, specialty finance REIT Crystal River Capital, Inc. agreed to merge with...
9 Mar 2010
Film stars, exotic real estate bubbles and international intrigue lend Dubai a patina of the sensational that masks an Olympian accomplishment in the emirate: The near-instantaneous creation of a sophisticated financial regulatory regime…
9 Mar 2010
Over the past six months, observers have raised concerns about the possible impact of several legislative changes on the securitization of vehicles and equipment in Canada…
9 Mar 2010
Crown Media Holdings, owner and operator of the Hallmark Channel and Hallmark Movie Channel, and Hallmark Cards, have approved and executed a…
8 Mar 2010
France Telecom and Deutsche Telekom may have gotten a rare, lucky break from competition authorities in Europe after a review of their proposed JV merging the Orange UK and T-Mobile UK brands…
8 Mar 2010
The dual-listed airlines of the PRC are faced with dual challenges: they must contend with a travel boom (a good problem) as well as the glare of regulators, including the SEC…
8 Mar 2010
Smart money investor John Paulson is placing his bets on SuperYellowPages’ emergence from bankruptcy. After emerging from reorganization under Chapter 11 and incurring more than $9 billion in...
8 Mar 2010
Pension and related risk disclosures were once an overlooked component of annual reports. Fast-forward a few years and the mere boilerplate disclosures of…
8 Mar 2010
A spotlight was shined on the lack of transparency, standardization, and disclosure of credit default swaps and other OTC derivatives in the depths of the credit crisis. Now some regulators are searching for solutions...
8 Mar 2010
Boston Scientific’s acquisition of Guidant in 2006 came with an unexpected liability – criminal charges. In a recently filed plea agreement...
5 Mar 2010
Corporate raider Carl Icahn is at it again, but this time his target is in the entertainment sector. Icahn recently filed a cash tender offer for up to 13.2 million shares in Vancouver-based Lions Gate Entertainment…
5 Mar 2010
Goldman’s equity-based pay packages are back in spotlight, as Goldman’s managing directors face new requirements from the financial services giant. MDs are now being required to hold more equity…
5 Mar 2010
A little known, but recently notorious, corner of the commercial real estate world is actually going through an upsurge. Led by Passco, Inland, and American Realty Capital, it's powered by unique legal structures…
5 Mar 2010
Named after the Chinese word for peace, Ping An Insurance’s latest move is generating anything but a peaceful response. Recently, Ping An announced that it will be gradually unlocking…
5 Mar 2010
After last year’s global financial services crisis, the PRC government has been hard at work to prevent a doomsday scenario from occurring. The China Banking Regulatory Commission (CBRC) in particular is faced with oxymoronic challenges…
5 Mar 2010
Most companies have critical stress points – particular customers, suppliers, licenses or services upon which they are highly reliant for future success. But when that stress point fractures, things can get very ugly. Just ask CINRAM International...
4 Mar 2010
Shareholder landscapes continued to tremble this week as key advisory player RiskMetrics signed up to merge with MSCI in a deal valued at over $1.5 billion, payable in cash and stock…
4 Mar 2010
Out with the old and in with the new is rarely the case when it comes to classified boards, but corporate governance tides are rising against staggered boards. Companies like e-Bay, E*Trade Financial, and…
4 Mar 2010
Citigroup, like many other banks and corporations, is continuing its Slimfast diet of divestments. The mega-bank is planning to spin off part of its Primerica life insurance. Citigroup will retain a stake and…
4 Mar 2010
China’s oil behemoths are noteworthy not only for their globe-spanning acquisitions, but also for the clever corporate and disclosure strategies that accompany them. Sinopec, PetroChina and CNOOC, have together…
4 Mar 2010
The Federal Reserve’s Term Asset-Backed Lending Facility (TALF) is soon coming to an end, and companies like CIT and Sallie Mae are sad to see it go…
3 Mar 2010
In the midst of the global financial crisis, financial executives were still making out like bandits. But at last, things may be looking up for compensation crusaders. Bank of America’s recently filed preliminary annual meeting proxy details...
3 Mar 2010
Even as a relatively novel component of the global economy, Islamic finance must still accommodate a number of often divergent interests – some of them by their natures inherently difficult to satisfy…
3 Mar 2010
Diamond Foods, the processor and marketer of culinary in-shell snack ingredient nuts, has entered into a Share Purchase Agreement to buy the entire issued share capital of…
3 Mar 2010
If necessity is the mother of invention, then desperation may just be the mother of market abuse. And desperation appears to be more widely felt in the generics-pressed pharmaceutical industry…
2 Mar 2010
Bankruptcy may be hardest on companies, but it’s no picnic for their landlords either. With once-blockbuster tenants like Movie Gallery and Blockbuster reeling from the twin impacts of RedBox and the recession, already-troubled commercial real estate companies are…
2 Mar 2010
Terra Capital, a wholly-owned subsidiary of Terra Industries Inc, is offering to exchange up to $600 million in notes issued through a private placement for…
2 Mar 2010
With memories of $147 per barrel of oil still reverberating, the CFTC wants to make sure that number is never seen again, and is proposing anti-speculation rules heralded to accomplish just that. These rules seem to fall short of their goal…
1 Mar 2010
The Kuwait China Investment Company (KCIC) continues to spread its reach into the East Asian market. In documents filed last week, Redgate Media Group, a Cayman Islands corporation...
1 Mar 2010
AAA ratings, like the Easter Bunny and Santa Claus, were great gift givers once upon a time, but no longer exist. At least General Electric and Berkshire Hathaway have found that out the hard way…
1 Mar 2010
Despite the potential size of the domestic television watching market, media content remains one of the most controlled sectors in China’s economy. Many point to incidents such as the banning of Facebook…
1 Mar 2010
The Financial Services Authority (FSA) has been flexing its regulatory muscle, even while its standard-bearer, Hector Sants, is retiring. Recent moves include record fines and criminal proceedings…
1 Mar 2010
Canada’s Competition Bureau has perhaps never been as active on multiple fronts as it has been over the past year. A new commissioner, broad changes to the Competition Act, new…
1 Mar 2010
Looks like the technology industry is in for a small shake-up with the acquisition of semiconductor supplier Silicon Storage Technology, Inc. by its competitor and Cerberus affiliate, Microchip Technology Inc…