LATEST ANALYSIS
March 2011
31 Mar 2011
“Blue Horseshoe Loves Anacott Steel” Gordon Gekko notoriously uttered in the classic 80s movie “Wall Street.” The statement, so emphatic, resonates today…
31 Mar 2011
Cross-board memberships can lead to cross-benefits…but also cross ups, witness the example of Apple and Google. In the extreme, the Berkshire Hathaway/David Sokol imbroglio…
31 Mar 2011
The UK Bribery Act guidance is out and it looks like foreign companies and Wimbledon fans may breathe a sigh of relief…
31 Mar 2011
Say-on-pay may be on the way, but a thorough review of executive compensation disclosures raises questions as to whose voice really counts...
31 Mar 2011
Several awkward questions are being asked of Berkshire Hathaway, unfamiliarly kicking up dust on the Omaha prairie. Allegations touch on several legal and...
31 Mar 2011
As American retailers increasingly eye the Canadian market, and provincial credit unions wait on a green light to expand federally, Canadian domestic banks could soon face new challenges…
31 Mar 2011
China-focused businesses are finding themselves at the mercy of Mother Nature’s guard dogs, the Environmental Protection Bureau of the PRC. Volatile weather conditions…
31 Mar 2011
The Desjardins Financial Group has joined the list of players in the Canadian financial services space to tap the covered bond market…
31 Mar 2011
Private equity goes public with Apollo Global Management LLC’s long-awaited IPO...
31 Mar 2011
API Technologies Corp has entered into a merger agreement to acquire Spectrum Control Inc, a leader in electronic components for the aerospace and defense industry, for $270 million in cash...
31 Mar 2011
Malta has its eagle eyes on Switzerland as it seeks to prey upon the country as the hedge fund destination of choice. Snapping up those hedge funds fleeing the regulatory and fiscal crunch in London…
31 Mar 2011
Small-cap restaurateur Diversified Restaurant Holdings is spreading its wings; its Buffalo Wild Wings that is. The company recently entered into a franchise agreement…
31 Mar 2011
Japan and Korea focused technology company Magnachip Semiconductor SA is stretching its finances in an attempt to peddle its debt to U.S. investors…again…
31 Mar 2011
Sun Bancorp’s recent public offering has piqued the interest of fund manager Anchorage Capital…
31 Mar 2011
A new $700 million credit facility is apparently just what the doctor ordered for AmerisourceBergen Corp...
31 Mar 2011
Canadian securities regulators have launched a new system that will allow investors to carry out background checks on disciplined brokers through a single portal...
29 Mar 2011
Atlanta is heating up with Home Depot’s $2 billion offering senior unsecured notes…
29 Mar 2011
As competitive M&A bids pick up, target boards must pick the best offer and this is no easy task. Seemingly simple issues from transaction structure to consideration and closing risks make it tough…
29 Mar 2011
Underwriters on roadshows must guard their tongues, lest they trip over fair disclosure and investor transparency mandated in many a capital market…
29 Mar 2011
Dodd-Frank’s credit ratings provisions do more than just hamstring ratings agencies; they also open new frontiers of opportunity...
29 Mar 2011
On Sept. 21, 2010, a federal court of appeals reversed the July 2009 decision of a lower court and reinstated an insider trading case brought by the Securities Exchange Commission against Mark Cuban...
29 Mar 2011
In the leading case on insolvency, the Court of Appeal has raised the bar on insolvency tests for companies in the UK, holding that a claim...
29 Mar 2011
Looking to minimize more than taxes, Amazon.com received no action guidance from the SEC about omitting a shareholder proposal…
29 Mar 2011
Funding the fight against HIV, Gilead Sciences, Inc, will take on $1 billion in debt in the form of 10-year senior notes…
29 Mar 2011
Internet security company Qihoo 360 recently filed an offering prospectus with the SEC, giving would-be investors a sneak peek inside the company’s controversial operations…
29 Mar 2011
National barriers are proving porous when it comes to securities regulation, a situation illustrated by the recent decision…
29 Mar 2011
The King of Beers has added a new fief to Anheuser-Busch’s kingdom with its acquisition of Fulton Street Brewery…
29 Mar 2011
Spain’s Santander continues to offload British loans with the £15 billion securitisation of its legacy Alliance & Leister mortgages, as it makes final preparations for a possible flotation of its UK assets…
29 Mar 2011
Some CEO-chairmen are losing the “chairman” portion of their titles, and if shareholders have it their way, even more will...
29 Mar 2011
The Financial Services Authority and the European Commission disagree over some planned revisions to the Markets in Financial Instruments Directive, including proposals to extend pre-trade transparency to over-the-counter non-equity markets...
29 Mar 2011
Over-the-counter medicines may get a huge shot in the arm from the megadeal announced by Teva Pharmaceuticals and Procter & Gamble…
24 Mar 2011
Canadian securities regulators have taken another step in their efforts to improve the enforcement of securities laws in the country. Several provincial securities commissions have entered into a memorandum of understanding…
24 Mar 2011
Houston-based Copano Energy is piping new debt through its lines, and shaving interest in the process. The midstream energy company will issue $360 million…
24 Mar 2011
Because $3 billion cash on hand won’t buy what it used to, DuPont will issue $600 million in floating rate notes…
24 Mar 2011
Setting a standard for materiality in disclosure, the Supreme Court of the United States recently reaffirmed that things are seldom just black or white, but rather are a “total mix.” In Matrixx Initiatives, Inc. v. Siracusano…
24 Mar 2011
As part of its bid to reshape the M&A landscape in the UK, the Takeover Panel has published its proposed amendments to the Takeover Code…
24 Mar 2011
Process makes perfect in Delaware M&A. News Corp and Rupert Murdoch are now finding this out...
24 Mar 2011
The Shale Gale seems to keep on blustering as energy sector activity continues to blow UK law firms to set up practices in energy hotspots such as Australia, Canada and…Texas. In the rush for energy sector fees are Linklaters, Clifford Chance and Clyde & Co…
24 Mar 2011
Patent protection in China is back in the spotlight after the State Intellectual Property Office of the PRC recently reiterated its promise to tackle enforcement against infringers…
24 Mar 2011
Portugal may be under the shadow of a potential change of government and massive financial bailout, but it seems a number of companies have been quietly betting…
24 Mar 2011
It’s good to be a SPAC…or so it looks to some. As if more signs were needed of a China-oriented rush, the recently filed preliminary prospectus…
24 Mar 2011
Bankrupt bookseller Borders Group Inc has amended the credit lifeline that is keeping it afloat...
24 Mar 2011
A high-profile white-collar defendant. A parade of former associates testifying against him. Secretly recorded conversations played for the jury...
22 Mar 2011
"An investor in a CDO2 would need to read in excess of one billion pages to fully understand the ingredients"...
22 Mar 2011
In only the second negative prohibition in seven years, the newly emboldened European Commission has taken the unusual and severe step of blocking a proposed merger…
22 Mar 2011
Recent regulatory changes in China’s insurance industry are turning out to be a double-edged sword for local players. Although the established legal framework…
22 Mar 2011
The intense scrutiny of nuclear power resulting from the ongoing crisis in Japan may serve as a real opportunity for players in the alternative energy space. For geothermal power company Magma Energy…
22 Mar 2011
Pharma financings have been showing a certain cross-border flair, featuring a pair of notable offerings from the Israeli pharmaceutical industry. Teva Pharmaceuticals has registered $750 million…
22 Mar 2011
LCH Clearnet Limited has been granted no action relief from section 17(f) of the 1940 Act...
22 Mar 2011
Japan’s nuclear difficulties must be mourned, without qualification. At the same time, the business and legal communities cannot stand still, as they deal with several quite-unexpected ripple effects…
22 Mar 2011
A counterpunching Rajat Gupta has come out swinging in the latest round of Gupta v. SEC…
22 Mar 2011
Classified boards may be moving towards the endangered species list, as investors and even management are hunting them down...
22 Mar 2011
Cross-border businesses beware: U.S. regulators have been busy bringing up the past. International Business Machines Corp is the latest…
22 Mar 2011
The blockbuster acquisition of T-Mobile’s U.S. business by AT&T may be grabbing attention by virtue of its $39 billion price tag…but read the fine print...
22 Mar 2011
Pulling back the TARP on bank holding companies reveals a brightening picture of America’s financial stability…
21 Mar 2011
The Dubai Financial Services Authority has censured Saxo Bank Dubai for breaching the regulator's requirements regarding client onboarding and anti-money laundering...
17 Mar 2011
Why not simply issue stock and use the proceeds to fill an empty corporate shell with rare earth elements? In Canada it may be viable, but in the U.S., securities regulators are hampering this ingenious, if somewhat simple, business plans...
17 Mar 2011
Some recent public disclosures suggest Canada’s relative economic stability in the aftermath of the credit crisis has American retailers looking north of the border for a boost in revenues…
17 Mar 2011
Oil may be back to more than $100 a barrel, but not everybody’s complaining…
17 Mar 2011
The Asia-Pacific maritime industry just got a huge private equity boost. On March 14, 2011, U.S.-listed Seaspan Corporation minted a joint venture…
17 Mar 2011
The SEC rejected a request by JPMorgan Chase & Co to exclude a shareholder proposal under Rule 14a-8(i)(3)...
17 Mar 2011
The trend for mega-healthcare consolidation embedded with assisted living and skilled nursing facilities has not lost momentum. The aging baby boomer reality is driving both mega M&A deals and setting the stage for large healthcare driven real estate deals...
17 Mar 2011
In an age when ecological disasters compete for the title of history’s worst, environmental disclosures take on heightened significance…
17 Mar 2011
Inflation and increasing fuel prices are driving some Chinese companies to the bond market in search of fast and cheap fundraising relief. With three interest rate raises since October 2010…
17 Mar 2011
Whilst the nuclear sector takes a thrashing from safety concerns following Japan’s nuclear problems, energy M&A in other areas continues to energize markets with UK’s John Wood Group announcing the $2.8 billion disposal of…
17 Mar 2011
Today’s transactions are seldom wrapped up with a ribbon at closing, but instead continue well after the celebratory dinner has been eaten and final bills have been issued. As an illustration, consider Postmedia Network Canada…
17 Mar 2011
Rio's Carnival may be over, but the party is just getting started for Vale employees…
17 Mar 2011
The Financial Services Authority has published joint feedback with the Financial Reporting Council on enhancing the role that external auditors play in...
15 Mar 2011
Pre-IPO offerings appear to be growing in popularity in a myriad of new and innovative forms as lawyers draw new battle lines between public and private companies…
15 Mar 2011
Beneficial ownership reporting rules may have worked well enough in the past, but at least one prestigious law firm has pressed for urgent reform...
15 Mar 2011
Cliffs Natural Resources Inc, an Ohio-based mining and natural resources company, recently entered into a $2.45 billion unsecured bridge credit agreement and a...
15 Mar 2011
As securitization continues to roll along, CarMax has offered $650 million in asset-backed notes…
15 Mar 2011
Last week’s earthquake in northeast Japan is reverberating throughout business communities around the world. Investors in the Asia Pacific region are reeling from…
15 Mar 2011
Birthdays, anniversaries, and annual meetings – it seems good things only happen once a year. Not all shareholders, however, are content with airing their grievances just annually...
15 Mar 2011
Harkening back to grade school, the SEC has told American Express, in effect, to “show its work”…
15 Mar 2011
Jersey tax residence can be a useful way of reducing a company’s tax bill but when it comes to winning investors, offshore residence may not be all it’s cracked up to be as demonstrated by the recent reorganisation…
15 Mar 2011
Just prior to the market chaos in the Asia Pacific region, M&A activity was chugging along as usual. Leading Japanese toy maker Tomy recently disclosed its intentions to acquire a U.S.-based rival…
15 Mar 2011
It’s that time of year again, and many of Canada’s public issuers are in the process of finalizing and filing their Annual Information Forms for the 2010 fiscal year…
15 Mar 2011
Some deals just seem destined to hit every single pothole on the road to closing. It appears Gammon Gold’s proposed acquisition of Capital Gold is one of those deals…
15 Mar 2011
Canada's Valeant Pharmaceuticals International Inc has settled a civil lawsuit brought by the SEC accusing its predecessor company Biovail Corp of accounting fraud...
11 Mar 2011
A looming cut to the federal financial crime agency's budget could cripple state and local investigations that depend on transactions monitored via the anti-money laundering Bank Secrecy Act...
10 Mar 2011
With M&A deals like XTO-Exxon and Chevron-Atlas, technology called “fracking” or “fracturing” is gaining the attention of capital markets...
10 Mar 2011
Though it’s still early, it appears the new Basel III capital rules will prove manageable for Canada’s banks…
10 Mar 2011
Hoping to ease the pain of its austerity measures, the Hellenic Republic (Greece) will issue nearly $1.7 billion in additional debt...
10 Mar 2011
Mayfield, Ohio, should have some smiling faces as Progressive Corp. has registered 18 million shares for its incentive plan…
10 Mar 2011
In an era of trade liberalization, the significance of North America’s 3,700-kilometer marine highway cannot be exaggerated. Canadian fleet operator Algoma Central Corporation seems to be of that opinion...
10 Mar 2011
Vimpelcom is facing off against shareholders in a shareholder riot of Bolshevik proportions as it seeks to force through one of Russia’s largest overseas acquisitions ever seen…
10 Mar 2011
Change of control provisions are one of the terms defining the post-financial crisis credit markets. DirecTV, Claire’s Stores, and Aon have all recently issued bonds with change of control covenants...
10 Mar 2011
Western hedge funds are stampeding back to Asia after a brief exodus during the global financial crisis. Looking to offset slower markets in the United States and Europe…
10 Mar 2011
European IPOs have been heating up, but not where you might expect. Private equity backed companies are forsaking London and Paris for lesser known exchanges...
10 Mar 2011
Best Buy will back its big box business plan with a cool billion in new notes…
10 Mar 2011
Taking a cue from a growing insider trading probe that is sweeping the United States, one U.S.-listed Chinese company recently published some firm words for its employees…
10 Mar 2011
Litigation disclosures rarely herald welcome news, but they do provide the occasional bright side…
8 Mar 2011
In recent years several companies and shareholders have attempted to move from Delaware to other U.S. domiciles. So the question is: has Delaware met its match…
8 Mar 2011
Today’s retail products manufacturer faces a major challenge in gaining the attention of the everyday consumer. It’s a fact well known to Nike, owner of some of the world’s best-known brands, and illustrated by a recent filing…
8 Mar 2011
Springtime will blossom into a cool $2 billion in new debt for Boston-based State Street Corp…
8 Mar 2011
Barnes and Noble’s poison pill victory over billionaire investor Ronald M. Burkle was confirmed by The Delaware Supreme Court late last week. The initial ruling…
8 Mar 2011
Can Dodd-Frank’s latest anti-risk salvo, a new proposed rule on incentive-based compensation, solve as many questions as it raises…
8 Mar 2011
It appears that Hicks and Gillett are not quite ready to call full time on their dispute with Liverpool Football Club, as they returned to the English courts recently for the second half of a…
8 Mar 2011
After its 2009 initial public offering, Thailand’s Fabrinet is back for more cash. The optical communications company recently filed an offering prospectus with the SEC…
8 Mar 2011
The OSC’s recent decision In the Matter of Magna International provides valuable insight for public company boards regarding the establishment and operation of special committees...
8 Mar 2011
Cashing in on a tech megamerger will have to wait as Atheros Communications’ proxy vote has been postponed…
8 Mar 2011
Visions of federal government shutdowns, circa 1996, are dancing in some companies’ risk factors. A stop-gap measure by Congress may have alleviated fears of a near immediate shutdown, but…
8 Mar 2011
Virginia’s James River Coal Co. has made quite a haul with its $475 million pick up. Acquiring all the units of International Resource Partners, including the…
8 Mar 2011
Japanese businesses have been working around the clock to breathe life back into their sluggish companies. Armed with a strong yen, their arsenal includes large overseas acquisitions and IPOs into foreign lands…
8 Mar 2011
Mellanox employees get a nice little incentive bump, but the company’s indemnification policy may be the real story…
7 Mar 2011
When the Securities and Exchange Commission this week brought charges against former Goldman Sachs director Rajat Gupta in an administrative proceeding -- rather than in federal court...
7 Mar 2011
A federal judge on Monday halted enforcement of an $8.6 billion award against Chevron Corp, siding with the oil company against Ecuadorean plaintiffs in a long-running dispute over...
7 Mar 2011
In an emerging market such as China, where its codes of market conduct oftentimes fail to keep up with market developments, shareholders and investors dabbling in its equities market remain largely unprotected...
4 Mar 2011
The FSA’s chief executive has signaled that London may see a less pronounced shift than other European centres to the more consumer-oriented wholesale investor protection being...
3 Mar 2011
Being an insider with a fiduciary duty sure is risky, as heavyweight Rajat Gupta is now finding out amidst serious SEC charges. So is having board members, as Goldman Sachs and Procter and Gamble are now…
3 Mar 2011
Tomorrow the EU is due to announce the methodology for a new round of stress testing to assess the financial stability of European banks. It seems though that a couple of little PIIGieS aren’t worried about saving their bacon…
3 Mar 2011
The Social Network may not have won Best Picture at this year’s Oscars, but the capital markets are rolling out the red carpet for social networking and other technology IPOs...
3 Mar 2011
A $20 billion agreement isn’t just another exhibit, especially when it’s filed by BP. The embattled energy company included in its annual filing a copy of the Deepwater Horizon Oil Spill Trust agreement...
3 Mar 2011
Formal suit rental company Moss Bros’ latest sale is full of fashionable legal accessories, as it puts its Hugo Boss franchises up for sale…
3 Mar 2011
Linking its business plan to fresh capital, Juniper Networks will offer $1 billion in senior notes...
3 Mar 2011
When investors are harmed to the tune of hundreds of millions of dollars, public opinion wonders whether banks somehow enabled wrongdoing...
3 Mar 2011
Prompted by SEC staff review, U.S. IPO hopeful Wonder International Education and Investments Group recently disclosed a few hair-raising risks…
3 Mar 2011
Breaking up isn’t always that hard to do. Just ask Severstal Gold NV of the Netherlands, which recently withdrew its bid to acquire Vancouver-based gold explorer Sacre-Coeur Minerals…
3 Mar 2011
As illustrated by this year’s 10-Ks the many species of intellectual property give way to a host of risks, with theft and infringement the most conspicuous...
3 Mar 2011
The increasingly global nature of sourcing and manufacturing exposes today’s businesses to a slew of product liability risks, further complicated by differing liability laws in different countries and inconsistent standards for product liability insurance...
3 Mar 2011
The Canadian Radio-television and Telecommunications Commission (CRTC) purportedly regulates and supervises the Canadian broadcasting and telecommunications systems, yet disputes between the CRTC and the federal government…
3 Mar 2011
Georgia’s RockTenn Co. will acquire the struggling Smurfit Stone Container Corp. in a cash & stock transaction valued at over $2.1 billion…
3 Mar 2011
Family Dollar Stores in response to an unsolicited offer of up to $7.75 billion by Trian Group has adopted a shareholder rights plan to discourage bids...
3 Mar 2011
With some of the largest oil and gas reserves in the world, the Republic of Kazakhstan has long been of interest to foreign companies. Yet the world’s largest landlocked country can also…
2 Mar 2011
Many retail investors who lost out compensation awards related to the Lehman Brothers minibonds in Hong Kong finally have a reason to cheer...
1 Mar 2011
Whether due to natural causes, other opportunities, or the desire to spend more time with the family, all CEOs eventually move on. It seems only natural then that shareholders would want a nice smooth transition when the inevitable happens…
1 Mar 2011
American companies that have been subject to a Cuban trade embargo for decades may be surprised to discover that one of Cuba’s biggest trading partners is a close neighbour – Canada…
1 Mar 2011
In September 2010, in what was reportedly the first such transaction, a private equity buyer sought to take a public company private via a two-step merger...
1 Mar 2011
Oil M&A continues to splurge around the world – but are oil companies like BP simply selling off ageing assets or are they fleeing from the regulatory backlash as a result of the Macondo oil spill? As BP’s asset reshuffling continues a pattern of…
1 Mar 2011
Consumers are used to shopping for Del Monte Food’s canned goods, but the company is now on its own shopping trip...
1 Mar 2011
A $300 million IPO could mean a nice spring break for Ft. Lauderdale’s Spirit Airlines. Backed by investors Oaktree Capital Management and...
1 Mar 2011
Merrill Lynch & Co. recently dodged a regulatory bullet when the SEC agreed to no action relief regarding its status as an “ineligible issuer”...
1 Mar 2011
In a series of SEC comment letters, one U.S.-listed Chinese company is feeling the glare of the watchdog on its financials. China Electric Motor, a micro-motor manufacturer…
1 Mar 2011
Changing the face of the European insurance industry and potentially costing billions of Euros, the European Court of Justice (ECJ) has ruled that the charging of different insurance premiums on the basis of gender is illegal...
1 Mar 2011
Initially an Asia-Pacific courtship between two distant neighbors, the ASX-SGX merger was one of the first in a worldwide wave of proposed bourse unions. Shortly after the announcement late last year…
1 Mar 2011
Funding its latest billion dollar acquisition, McKesson Corp. will offer $1.7 billion in senior unsecured notes…