LATEST ANALYSIS
December 2010
31 Dec 2010
Rule 10b5-1 trading plans have now come under shareholder scrutiny, little surprise given intense focus on both insider trading activity and executive compensation. Perhaps of equally little surprise is the target company: Moody’s…
31 Dec 2010
A new year is a time for moving on and fresh starts, something that Adanac Molybdenum is hoping for as the company approaches the finish line in a deal with its creditors…
30 Dec 2010
The Central Bank of Bahrain has released general requirements for the representative offices of international financial institutions operating in Bahrain. The Representative Offices General Requirements Module...
30 Dec 2010
With New Year’s Day just around the corner, Canadian public issuers may want to add another resolution to the list for 2011 – do a better job in disclosing corporate governance practices…
30 Dec 2010
H&R Block disclosed in a recent regulatory filing that its agreement with HSBC Taxpayer Financial Services was terminated, effective December 23, 2010...
30 Dec 2010
Polishing off some year-end housekeeping, PetroChina recently sold one of its subsidiaries, PetroChina Beijing Gas Pipeline Co, to Hong Kong-listed…
29 Dec 2010
In yet another example of the recent buying spree by “Big Five” Canadian banks, Bank of Montreal has agreed to acquire Marshall & Ilsley Corporation in a transaction valued at approximately $4.1 billion…
28 Dec 2010
The Securities and Exchange Commission today extended a temporary rule, 206(3)-3T under the Investment Advisers Act of 1940, which lets advisers who are registered as...
28 Dec 2010
The unexpectedly rapid pace of recovery in the Madoff case -- including a recent $7.2 billion settlement -- has raised the prospect that the victims could actually be made whole...
28 Dec 2010
Massive cash injections from the Chinese government into China’s healthcare industry are trickling down to gleeful international investors. Yet due to PRC reforms, the healthcare industry is far from low hanging fruit for overseas investors…
28 Dec 2010
The UK’s Financial Services Authority has said “Bah! Humbug!” to bankers’ bonuses as it blazes the way for regulators around the world with the introduction of the world’s toughest regime on pay…
28 Dec 2010
Hasbro Toys, maker of Monopoly and G. I. Joe, collected a lot more than $200 when it passed “Go” on its new credit facility. The toy maker’s new credit facility replaces a...
27 Dec 2010
From poison pills, Chinese takeaways and hostile takeovers to booming Brazil, cautious Canadians and burger-eating private equity, Westlaw Business breaks down global M&A in 2010 to make sense of this year’s trends, developments, trials and tribulations...
27 Dec 2010
Rippling throughout the financial services industry Dodd-Frank brings not only broad policy changes, but, possible unintended consequences…
23 Dec 2010
Legal opinions underpin the Lehman-related lawsuit against Ernst &Young by New York Attorney General Andrew Cuomo, and both lawyers and auditors can't help but take note...
23 Dec 2010
As the jolly man in the red suit completes his list of those naughty and nice, it is a good time to consider what companies do to ensure employees aren’t marked down for a lump of coal…
23 Dec 2010
No one said liquidating a $2 billion REIT would be simple...
23 Dec 2010
Borrowers are opportunistically ratcheting down their leverage with loan buybacks. Caesars Entertainment Corp. and SuperMedia are just two of the companies poised to repurchase their own loans...
23 Dec 2010
Despite a potential re-flaring of tensions between the Koreas, one domestic PE fund remains confident in Seoul’s long term potential. Benex Focus Limited Partnership, a member of the Korean Venture Capital Association…
22 Dec 2010
On August 25, 2010, the United States Securities and Exchange Commission (the “SEC”) adopted comprehensive revisions to the federal proxy rules in order to facilitate shareholders’ ability to exercise the rights afforded to them under state law to...
22 Dec 2010
As the speed and complexity of business escalates, Canadian issuers are focused on identifying flexible tools that facilitate transactions, rather than slow them down. One such tool is the shelf prospectus...
22 Dec 2010
Calpine Corp.’s balance sheet looks a little brighter as the power company concluded two major December deals…
22 Dec 2010
Japanese financial services conglomerate Orix Corp is restructuring and climbing back onto its feet after a series of setbacks during the global financial crisis…
21 Dec 2010
Forget about the family silver, 21st century companies are hocking their patent portfolios. Fallen technology giants such as Novell and Nortel are restructuring inside and outside of Chapter 11 and...
21 Dec 2010
Though the relationship between mining giant Rio Tinto and Ivanhoe Mines of Vancouver has run hot and cold over the past few years, it appears the two have elected to huddle for warmth as winter nears…
21 Dec 2010
In a yuletide greeting for M&A lawyers, Yule Catto & Co has kicked off the festive season’s mergers and acquisitions with a fully underwritten £225 million four-for-three rights issue to partially fund the €443 million (£376 million) acquisition of…
21 Dec 2010
A recent appeal case in the UK has highlighted some of the risks of using Twitter for companies and individuals alike, as UK prosecutors get tough on the use of social networking sites…
20 Dec 2010
Backed by some of the biggest names in private equity, how will the market rate Nielsen’s $2 billion IPO...
20 Dec 2010
Dodd-Frank presents boundless opportunities for experts to ponder the Act’s practical ramifications for funds and institutional investors. While many of the Act’s finer points have yet to be hammered out, discussion has already developed about...
17 Dec 2010
Global regulators have embarked upon an ambitious agenda of reform aimed at increasing market oversight and transparency as well as monitoring systemic risk...
17 Dec 2010
Westlaw Business Currents Editor-In-Chief Ely Razin speaks to Reuters Insider about the U.S. government's legal claims against BP and its partners...
17 Dec 2010
What if a $20 billion claim were the least of a defendant’s worries…
17 Dec 2010
China-Hong Kong cross-border listings just got a little easier…or harder, depending on whose opinion is being solicited. The Hong Kong Exchanges and Clearing Ltd...
17 Dec 2010
Lehman Brother’s flip flap with Perpetual Trustee Co. Ltd and BNY Corporate Trustee Services Ltd. is over. The parties reached a settlement...
17 Dec 2010
The bar is open for Brown-Forman, as the Louisville-based liquor giant has signed on for $250 million in senior unsecured notes…
17 Dec 2010
Russian firms looking for deals in North America or Europe also face legal challenges. The sale by Canada's Uranium One of a controlling stake to…
17 Dec 2010
China’s film industry is heading west, prompted by the recent IPO of one Chinese film distributor, the Bona Film Group. Part of the nation’s strictly regulated media sector…
16 Dec 2010
Employment lawyers and benefit consultants have been scrambling during the past few years to ensure that employment arrangements providing for nonqualified deferred compensation...
16 Dec 2010
As Dodd-Frank’s six-month grace period ends, public companies have started feeling the heat of enhanced proxy disclosures on compensation…
16 Dec 2010
Japan’s sky high yen may be bad for tourism but good for outbound investment. Advantest Corporation, a semiconductor company headquartered in Japan, recently announced its intentions…
16 Dec 2010
With December 31 marking year end for many public companies, performance bonuses may be top-of-mind. Yet, just as no two snowflakes are the same, it seems plan structures…
16 Dec 2010
Accusations of market manipulation leveled at HSBC and JPMorgan are shedding precious new light on the commodities sector, a sector that has been undergoing a period of consolidation lately…
16 Dec 2010
California banking continues to consolidate with the merger of Nara Bancorp and Center Financial…
15 Dec 2010
Legal hurdles could make it tough for U.S. prosecutors to go after pro-WikiLeaks hackers who waged cyber attacks last week on Visa, MasterCard, PayPal and other companies...
15 Dec 2010
Recently released SEC staff reviews highlight even more disclosure spill-over from Deepwater Horizon. This time, Halliburton was the target of the Commission’s probe for more disclosure…
15 Dec 2010
Facing increased frequency of tender offers to acquire control, Brazil has amended its takeover rules…
15 Dec 2010
Though the big one may have gotten away, it appears foreign investors will succeed in acquiring a foothold in Saskatchewan’s potash fields. In a friendly deal first announced in November…
15 Dec 2010
As commercial credit remains tight, environmental issues related to borrowers’ properties and assets are important considerations in negotiating credit deals. Well-crafted credit agreements, based on full disclosures and thorough environmental due diligence, will provide lenders with...
15 Dec 2010
Most of us are familiar with student loans, but sometimes even the school needs a loan. Case in point, Education Management Corp., which recently entered into an amend and extend transaction...
14 Dec 2010
As part of its effort to improve corporate governance practices at public companies, the Dodd-Frank Act included a number of provisions aimed at greater shareholder oversight of executive compensation. This article highlights steps public companies should be taking to implement the Act for the 2011 proxy season and areas for which a wait-and-see approach would be prudent…
14 Dec 2010
In line with the latest international requirements, as set down at the latest G20 meeting in Seoul last month, regulatory authorities in Hong Kong have announced plans to establish central clearing and reporting for over-the-counter derivatives...
14 Dec 2010
Pulling out of its 2008 nosedive, AIG will recapitalize and payoff the American taxpayer to the tune of $20 billion…
14 Dec 2010
Contingent value rights, like earnouts, might simply convert today’s price disagreement into tomorrow’s litigation. CVRs have played a role in the recent merger of Abraxis BioScience and Celgene as well as the tie up of Ligand Pharmaceuticals and Metabasis Therapeutics...
14 Dec 2010
With the changeover to IFRS imminent, Canadian public companies are reviewing their use of non-GAAP (and potentially non-IFRS) measures...
14 Dec 2010
If only Willy Loman could have made it to the internet age. On December 7, San Francisco’s Salesforce.com agreed to merge with Heroku, Inc…
13 Dec 2010
A red-hot energy and infrastructure deal has just put a jolt of electricity into REIT structures and private equity alongside them, all with the blessing of the IRS. The new energy REIT marries...
13 Dec 2010
In a rare insight into SEC comments regarding a prominent UK company, National Grid plc has published responses to SEC comments on a 20-F…
13 Dec 2010
China has often cited stringent regulation and diligent supervision as a major reason why its banking sector has managed to escape unscathed from the global financial crisis. Dominated by the big four…
13 Dec 2010
Boeing will have to increase the cabin size for its board of directors. The Chicago-based aerospace leader has amended...
13 Dec 2010
Blood money takes on a new meaning with Cord Blood America’s acquisition of Mexico’s largest stem cell storage company…
10 Dec 2010
The WikiLeaks scandal has raised the stakes over global control of the Internet, only emphasising how tenuous Internet access may be for e-commerce and sites of all sorts…
10 Dec 2010
Enticed by international expansion, one U.S. based smartphone company is dipping its toe into cross-border M&A. Recently, Nevada based Kunekt…
10 Dec 2010
While children may dread the notion of getting a lump of coal from Santa this December, Sandstorm Metals and Energy has happily locked up an agreement with Royal Coal of Toronto for that very purpose…
10 Dec 2010
Gaining momentum through their joint effort, the SEC and CFTC may yet make Dodd-Frank a viable regime by Summer 2011…
10 Dec 2010
Illinois-based pharmaceutical company Sagent Holding recently announced that it plans to go public with a $100 million initial public offering of common stock...
10 Dec 2010
Amusement park operator Six Flags leverage roller coaster is climbing higher. Six Flags Entertainment Corp recently amended its first lien credit agreement to…
9 Dec 2010
Some financial institutions are scrambling to put distance between themselves and the whistleblower web site WikiLeaks, but is this necessary?...
9 Dec 2010
Lehman Brothers Holdings, Inc. released more than $1 billion in funds to two bank subsidiaries...
9 Dec 2010
Credit markets are turning, and covenant-lite loans are back on the menu. Petco and Leslie’s Poolmart recently marketed covenant-lite loans, and several other covenant-lite transactions have...
9 Dec 2010
In another example of media consolidation within Canada, satellite radio providers XM Canada and Sirius Canada have agreed to a merger of equals...
9 Dec 2010
Australia is a hot commodity for M&A, and its anti-takeover protections are heating up in reaction…
9 Dec 2010
SS/L Holdings Inc, a newly formed holding company, filed a $100 million initial public offering late last week…
9 Dec 2010
With Ireland the latest of the PIIGS to be dragged to the abattoir for an EU aid lobotomy, eyes are now turned to the rest of the EU, as observers wonder who may be next to feel the ill effects of the financial contagion…
9 Dec 2010
Motorola is slimming down in more ways than one. Not only will the communications tech mainstay spin off its mobile devices segment…
9 Dec 2010
The Chicago Mercantile Exchange is minding its Ps & Qs with the SEC. The CME has sought and obtained guidance from the SEC regarding an assumed role as custodian of…
8 Dec 2010
The explosion of blogging, tweeting and other online diversions has reached into the nation’s jury boxes, in many cases raising serious questions about juror impartiality and...
8 Dec 2010
The EU is preparing to introduce strict new pan-European share trading rules that would change the way financial instruments are traded in Europe and shine a light on the murky world of dark pools and over-the-counter derivatives…
8 Dec 2010
China’s superstar enterprises are finding themselves the subject of continued SEC regulatory heat. In addition to Chinese search engine Baidu, Sinopec…
8 Dec 2010
Dodd-Frank’s call for muni market transparency runs headlong into muni-market opacity and may lead to changes in both disclosures and transactions...
8 Dec 2010
Cross-border bankruptcies, never the most streamlined of procedures, may find a precedent from an unlikely source: Bahrain…
8 Dec 2010
With the number of active drilling rigs in Canada getting a boost from rising crude oil prices, energy services companies are gaining a lot of attention. With that attention has come consolidation…
7 Dec 2010
The Singapore Exchange's proposed takeover of the Australian bourse has triggered a vocal and well-resourced debate about the benefits — or otherwise — for the Australian economy if...
7 Dec 2010
A $54 million SEC settlement simply closes another chapter in the gripping story of fugitive and erstwhile Comverse CEO, Jacob “Kobi” Alexander…
7 Dec 2010
China’s leading search engine, Baidu, is feeling some disclosure heat from the SEC. In a recently released series of SEC staff comment letters…
7 Dec 2010
Recent high profile corporate catastrophes have shone a spotlight on corporate reputations demonstrating that disaster management must form an important part of corporate governance for companies…
7 Dec 2010
Special dividends appear to be on trial with the SEC, as a shareholder proposal has led General Electric Co. to seek guidance from the Commission. GE recently filed a no action letter seeking...
7 Dec 2010
Borders Inc shareholder Pershing Square Capital Management L P and its manager William A. Ackman, announced in a regulatory filing they are prepared to finance a...
7 Dec 2010
In a move that may have some claiming that the fox is now running the henhouse, Moody’s Corporation has begun touting itself as a risk management company…
7 Dec 2010
Dark pools and dark orders have been the subject of much attention and debate. In late 2009, Canadian securities regulators sought out the views of market participants regarding the “dark side”...
6 Dec 2010
Litigation has the power to reshape the energy industry, as demonstrated by BP’s recent $7 billion sale to Bridas Corp. Though court battles involving Anadarko, Chevron and…
6 Dec 2010
The Securities and Exchange Commission, in four recent releases, extended temporary conditional exemptions relating to central clearing of credit default swaps...
6 Dec 2010
Iconic auction house Sotheby’s has succeeded in its bid to reshape an existing $200 million credit facility. The new facility not only lowers borrowing costs, but…
5 Dec 2010
Lawyers for Abu Dhabi Commercial Bank will brighten the lobby of 60 Center Street, as it makes its subprime fraud case against Credit Suisse…
4 Dec 2010
Western companies in relentless pursuit of the “China market” have turned to the capital markets and M&A…in unusual ways. For companies like L’Occitane and Vale...
3 Dec 2010
Harrah’s IPO plans have folded, but Paulson & Co. might still be willing to gamble on an offering. While the issuer has pulled its primary IPO, it is continuing with a broad-based corporate restructuring…
3 Dec 2010
Starbucks recently refilled its corporate coffers with a new credit facility that allows up to $1 billion of borrowing. The new agreement replaces a…
3 Dec 2010
A global crackdown on insider trading is underway with regulators around the world taking an ever more scrupulous look at international securities deals. Regulators are even teaming up globally to ensure…
3 Dec 2010
Companies across the U.S. are manufacturing poison pills. JCPenney and Dynegy have recently adopted pills, and Genzyme is reportedly considering popping a pill. Acquirers find these antitakeover devices less than...
3 Dec 2010
In an unusual twist that could affect buyouts and venture capital deals alike, the definition of a “group” has gotten a workout with the SEC, thanks to Carlyle Group and Booz Allen Hamilton...
3 Dec 2010
Executive compensation concerns continue to burn bright, illuminating the upcoming proxy season. Concerns range from how much must be disclosed, to how little companies can say…
3 Dec 2010
In a financing maneuver that might be called “priceless”, MasterCard has rung up a new three-year $2.75 billion credit facility with a series of top shelf institutions…
2 Dec 2010
Quoted companies are turning to the cash box structure more than ever before as a way of raising capital quickly and without the need for shareholder approval. Where such transactions are transparent and the reasons for them are communicated to investors…
2 Dec 2010
Risk took a quantum leap, for some, as quantitative easing by the U.S. Fed was recently launched. Not all experience it equally – or at least not yet. For some banks, funds and gold companies…
2 Dec 2010
Warburg Pincus provides a tale of the attractions, yet complexity, of investing in the China market. Riding on its apparent belief that China is set to become one of the…
2 Dec 2010
Amidst Ireland’s ongoing crisis, certain IP-rich U.S. companies may be sweating out their earlier decisions to use an Ireland-centered corporate structure…
2 Dec 2010
Amidst the modern Gold Rush, two gold companies are joining forces in what appears to be a traditional merger, but in reality it is that and much more…
2 Dec 2010
Israel generates more than its fair share of M&A, both inbound and outbound…and sometimes both, where dual corporate citizenship is involved...
1 Dec 2010
After a New York federal judge last week approved the government’s use of wiretaps in the Galleon insider-trading case, Wall Street braced for a tough new era in which seemingly private phone conversations would...
1 Dec 2010
To enable a $2 billion dividend to PE shareholders via a leveraged recapitalization, healthcare giant HCA undertook a massive corporate reorganization…with the SEC’s blessing…
1 Dec 2010
With old rules, but new tools, once again the feds are leveraging high-profile cases to deter insider trading. Armed with added funding and recent caselaw, and backed up by both...
1 Dec 2010
China-related investment and its unfortunate cousin, cross-border dispute, are a focus for many Western investors. In a timely move, Hong Kong has just taken one big step toward…
1 Dec 2010
Being left at the takeover altar by a corporate Romeo can be a Juliet’s nightmare, as Dynegy is now finding in the wake of Blackstone’s offer. Like Shakespeare’s star-crossed lovers, Dynegy has chosen a particular poison…
1 Dec 2010
Despite fears of European financial contagion, luxury goods maker Luxottica Group has just lined up its third and largest private placement of the year…