LATEST ANALYSIS
March 2009
31 Mar 2009
Compensation benchmarks are an ever-more-important issue this year, with the hot spotlight focused on executive compensation in general. Benchmarking allows companies to establish market standards around salary, bonus plans, perks, and even severance pay, through reference to...
31 Mar 2009
As if credit constrictions and painful economies weren’t enough, the specter of collapsing trade and protectionism is upon us as well. Though it may seem odd at first, new opportunity may accompany that fearsome specter, as the World Bank (among others) is now...
31 Mar 2009
Executive compensation policies are at the center of a perfect storm of anger, receiving the full focus of governments, shareholders and a furious public. While perceived as an American problem, the U.K. is far from immune – no surprise, as it is the home base of the AIG unit emblematic of it all. In fact, the U.K. has its share of ...
31 Mar 2009
The re-launch of the market for toxic assets is much-touted, but much-troubled. In some respects these markets bear striking resemblance to a grade school food fight, more than a respectable financial forum. Claims are being hurled among...
31 Mar 2009
Bankruptcy asset sales are always accompanied by wails over the sale of the crown jewels for a song. At the same time, their legal conduct is a colorful one, populated by stalking horse bidders and breakup fees…
31 Mar 2009
With Detroit on everyone’s mind, it is no surprise that this week saw another healthy dose of restructuring activity. M&A activity continued with several large deals announced both inside and outside bankruptcy court. Furthermore, debt markets are continuing to hum along...
31 Mar 2009
Neither a borrower nor a lender be – particularly in credit-compromised times – yet a lender is exactly what you are when holding receivables. Consequently, companies are facing up to the need to quickly convert their paper receivables into cash flow and are using techniques from old-fashioned ...
26 Mar 2009
M&A drama is on the rise, with battles underway over the troubled acquisition of ABN AMRO by Royal Bank of Scotland (RBS). Reaching near-Shakespearean levels, this plot is filled with stories of hostility, arrogance and greed, along with colorful characters like “Fred the Shred” (so dubbed by Fleet Street). Its legal themes include...
26 Mar 2009
Making Green Off of the Green MovementFinger Pointing at Bank of AmericaAnother Takeover Defense – Standstill AgreementsIssuing Debt to Reduce DebtUltimate Shareholder Activism – Derivative Actions
26 Mar 2009
Selling the family jewel real estate holding is something that companies are confronting in these cash-starved times – and sale-leaseback transactions are a vehicle of choice. Giants like the New York Times Co., HSBC, and AIG, tottering under the combined weight of...
26 Mar 2009
Healthcare costs and reforms are making some companies turn green – at times from queasiness, but at other times from lucre. Healthcare ferment just restarted its bubbling with the passage of a new law under the cloak of the recently-passed Obama stimulus package. This compounds an already-busy interaction among regulators, shareholders and business...
26 Mar 2009
Protection of American markets for labor, goods and services is increasingly an issue for global companies, as the U.S. government seeks to support American business interests. Recently entering the spotlight, the final version of the American Recovery and Reinvestment Act (ARRA) contained a “buy American” provision mandating that all of the iron, steel and manufactured products used in ARRA-funded building and public works projects be produced in the United States. Beyond ARRA, protective regulations come in many flavors and sizes, including...
24 Mar 2009
Toxic assets are about to be given a $500 billion antidote, though one that may cause painful side effects. Once it goes live following its comment period, the government’s new toxic asset program seems…
24 Mar 2009
According to a statement by New York Attorney General Andrew Cuomo, several AIG employees agreed to return approximately $50 million in bonus payments…
24 Mar 2009
The “say-on-pay” vote – a nonbinding shareholder advisory vote on executive compensation – is a hot topic again this proxy season as investors are becoming increasingly concerned with…
24 Mar 2009
Bankruptcy had another big week with yet more casinos, chemical producers, and commodities manufactures falling into insolvency. There was, however, also an uptick in exchange offers and an impressive surge in M&A activity. M&A was helped along in no small part by...
24 Mar 2009
Creditors are trying to exert ever more control using Change of Control clauses – to very mixed success. A cat-and-mouse is at play: While creditors attempt different definitions and place them in broader sets of documents, courts are not always amenable to this breadth. Clever structuring is used...
24 Mar 2009
Pension funds, as investors, have long trended toward passivity – but aggressiveness is increasingly their hallmark. In a recent raft of proxy proposals and litigations, pensions have emerged from the background. No longer the quiet shareholder, they…
19 Mar 2009
TALF Gains Momentum: Automakers Quick to Join the BandwagonSeeking Security in Gold Additional CDS Central Counterparty: The SEC’s Push Toward TransparencyCreative Financing: Forbearance Leading the WayBylaw Amendments: Growth Leads to Additional Board Members
19 Mar 2009
Forget poison pills and golden parachutes – it’s starting to seem that the best form of anti-takeover protection may be the change of control provisions that tend to accompany (over-)leverage…
19 Mar 2009
As companies are busy filing their annual reports, they are charged with the additional requirement of disclosing unresolved SEC staff comments…
19 Mar 2009
The regulatory and economic grounds are shifting on hedge funds. Those that are not toppling on their own are being toppled by regulators or are beginning to plan…
19 Mar 2009
Now that annual disclosure season has arrived, shareholders and the general public are chomping at the bit to know exactly what perks executives are receiving…
17 Mar 2009
Financial distress is leading to a deluge of restructuring activity and bankruptcy filings. Big pharmaceutical M&A is still in vogue. Energy and pharma M&A also made notable showings. Meanwhile, the new regulatory environment is continuing to unfold through a combination of settlements and actions from the SEC. See our Related Resources for more on the restructuring events, M&A transactions, offerings, and regulations defining today’s business law environment.
17 Mar 2009
Are we starting to see a mutual admiration society or is it a passing fad? Recent market volatility has led companies to form joint ventures, which allows them to mitigate exposure to some risks...
17 Mar 2009
As if bankruptcy wasn’t tough enough, it now seems that the days when management teams and senior lenders could sit down and civilly hammer out reorganizations are over. Companies’ existing credit structures…
17 Mar 2009
With AIG’s blush-inducing announcements this weekend, hackles are raised and chokehold government steps threaten. After the company simultaneously disclosed both egregious compensation packages…
17 Mar 2009
Voting rights burn brightly as any issue during all shareholder meeting seasons, and this season they’re brighter than ever. With concerns ranging from empty voting by funds to new NYSE rules…
17 Mar 2009
Is the price-depressing impact of short selling rearing its ugly head again? With all of the regulatory buzz now surrounding this area, you might believe so. Equity markets are still depressed, some believe by aggressive short sellers…
12 Mar 2009
Over the past year, violently whipsawing prices have made it clear that there is a lot of risk surrounding commodities. Almost all companies rely on some sort of commodity input for their value chains…
12 Mar 2009
Flexibility is the new black in M&A and everyone is looking to don it. Ensuring maximum wiggle room, even after reaching “firm” agreement to terms, companies of different stripes have reached major M&A deals in recent days...
12 Mar 2009
The government is looking to jump-start the securitization market through its Term Asset-Backed Securities Loan Facility (TALF) and has some funds and other investors positively gleeful at the promised benefits….
12 Mar 2009
The SEC’s Rush to Regulate – Credit Rating Agencies and CDS Central Counterparties Amended Bylaws – Electronic Shareholder NoticesHealthcare Consolidation – A Boon to ExecutivesUnfreezing Debt Markets: Natural Resource CompaniesSilicon Valley is Under Water
12 Mar 2009
Something all too rare happened last week – and we’re not talking about annual 10-K filings. Rather, long-sought but sadly rare in our time, there were upticks in both offering registrations and M&A...
12 Mar 2009
The market should be "very frightened" of its newly re-charged regulators, to judge from this week’s policy speeches by the heads of both the U.K.’s Financial Services Authority (FSA) and the U.S. Federal Reserve…
10 Mar 2009
Debt reduction is the order of the day, and companies are doing whatever it takes to get these done. Motivated by forces ranging from government demands relating to the Troubled Asset relief Program (TARP) to undoing survival-threatening…
10 Mar 2009
Executive death benefits, known as “golden coffins”, are gearing up to be one of the hottest proxy topics this season. Several prominent companies have already received proposals about them, and there may be more to come…
10 Mar 2009
With 10-K season now raging, it’s not surprising to see that the credit freeze has produced some 10-K gloom. What is actually surprising is the number of companies that are taking extra time to get a handle on their liquidity situation or work through their accounting before filing…
10 Mar 2009
Are UK rights issues growing not only in frequency but complexity? Observers may be forgiven for answering both affirmatively. There has been a veritable plethora of recently announced rights issues…
10 Mar 2009
Financial distress is leading to a deluge of restructuring activity and bankruptcy filings. Big pharmaceutical M&A is in vogue. Energy and technology M&A also put in extremely strong showings...
10 Mar 2009
Has the government handed over a pot of gold in its quest to revive the financing markets? The Term Asset-Backed Lending Facility (TALF) program may be just that for the financial institutions and funds that play in the market, and for the law firms and accounting firms that advise them…
10 Mar 2009
Big pharma just keeps getting bigger and bigger. “Patent cliffs” (read: revenue-starved development pipelines) and synergies (read: layoffs) continue to spur major industry deals...
5 Mar 2009
Companies in the U.K., like their American counterparts, are considering reductions in the size of their boards as a cost cutting measure. Disclosures in the listings of the Financial Services Authority in the United Kingdom indicate...
5 Mar 2009
Just when you thought it was safe, stock option scandals are back in the spotlight. While actual occurrences of option backdating are still few, charges and enforcement actions against…
5 Mar 2009
Does an unregulated and shadowy market, laden with systemic risk and vulnerable to counterparty default, sound familiar? It may, drawing on the waves of debacle that crashed down on the financial system in the fall of 2008...
5 Mar 2009
Are incredibly shrinking boards the latest casualties in our era of dividend cuts, salary caps and workforce reduction? Though they have positive expense ramifications, these cuts are not to be made lightly…
5 Mar 2009
Back to the Great Depression; Deal Savers: Contingent Rights Agreement; Director Nominees: Time for a Change?; Rocky Roads for Retail; Forbearance: When Creditors get Creative…
5 Mar 2009
To blog or not to blog? That is the question facing many corporate executives today. Blogs are just the tip of the iceberg though. As we become an increasingly web-centric society, investors appreciate – and in some cases expect – convenient forms of web-based disclosure...
5 Mar 2009
Off-balance sheet arrangements are one of the original culprits of the credit crisis, but they are by no means purely a bank issue. Financial services companies’ losses mushroomed…
3 Mar 2009
Financial distress continues to play out in markets around the globe. Government intervention (or “semi-nationalization” -- take your pick) continues to unfold in the market, particularly in halls of Washington and Westminster…
3 Mar 2009
Energy markets: Start practicing your foreign languages. Consolidation underway sees national boundaries as a mere inconvenience, dwarfed by tough financing markets and over-regulation…
3 Mar 2009
With the late-breaking news of the stimulus package passed on Feb. 17, filers may want to hold off pushing the “file now” button. A $787 billion significant development has just transpired that may bear thought…
3 Mar 2009
A bewildering array of financial fraud of all flavors has been revealed in recent months and an axis of financial evil has emerged. With the ardor of a “Law and Order” detective, we at Westlaw Business…
3 Mar 2009
Financing and investment markets are working through one of the most jarring cycles since the 1930s. The readjustments playing out across financial markets are causing companies to rethink their filing strategies…
3 Mar 2009
Between the revolving door of penury-claiming banks and the head spinning sums being allocated, seemingly weekly, to leading U.K. financial players, one could be forgiven the sense of vertigo...