LATEST ANALYSIS
April 2011
28 Apr 2011
Convertible bond owners and PIPE investors’ equity-linked securities are often just one offering away from drowning in an ocean of dilution...
28 Apr 2011
Once-ubiquitous devices like steam engines, typewriters, and rotary phones can quickly become extinct in the face of rapid technological advancement. Yet no public issuer looks forward to admitting…
28 Apr 2011
If only the new federal credit risk retention reform for asset-backed securities could turn back the clock…
28 Apr 2011
The once-faltering commercial real estate market may be getting its proverbial legs back. The sale of Pittsburgh’s U.S. Steel building, along with the newly-found traction of General Growth’s two offspring...
28 Apr 2011
The UK is gripped by a royal reverie that is generating an extraordinary explosion in Royal Wedding-related business, but not all companies are…
28 Apr 2011
Prospectus disclosure, an artful part of any securities offering, is about to get even more tricky for lawyers, auditors and corporate executives. The Australian Securities and Investments Commission…
28 Apr 2011
The Delaware Court of Chancery continues to scrutinize and speak on M&A sales processes and proxy statement disclosure that raise potential conflicts of interest considerations...
28 Apr 2011
The declassification trend continues unabated with Adobe Systems Inc the latest to get on board, so to speak...
28 Apr 2011
Rolling the dice on its Octavius Tower in Las Vegas, Caesar’s Entertainment has secured a new $450 million credit facility...
28 Apr 2011
Toronto-based Barrick Gold, the world’s largest gold producer, has placed a big bet on the future of copper. On April 25, Barrick announced it had entered into an agreement with Equinox Minerals to acquire the copper miner…
28 Apr 2011
After weathering the earthquake, some companies in Japan are drawing strength from overseas sales to stay afloat. Office equipment and technology company Ricoh has…
28 Apr 2011
How fitting that comment letters to Spiderman creator Stan Lee’s company should come from the SEC’s Max Webb…
28 Apr 2011
In a case of fundamental importance to almost all business contracts, the Court of Appeal of England and Wales has handed down a decision on the formalities for a company to properly execute a contract…
28 Apr 2011
The SEC Enforcement Division, having whetted its teeth on insiders, has broadened its reach to investment advisors. Recent enforcement actions charging on the much rarer fraud of “marking the close” transactions show…
28 Apr 2011
Eastman Kodak can now picture itself holding $400 million from its newly amended credit facility…
28 Apr 2011
American International Group sued two money management firms on Thursday as the bailed-out insurer launched a fight to recoup billions of dollars it said it lost due to fraud...
26 Apr 2011
Its impact may be cosmetic, but the SEC’s proposed rule on listing standards for compensation committees could expose wrinkles in disclosure compliance...
26 Apr 2011
The cloud computing revolution is pushing business innovation to new levels by reducing costs and freeing up manpower, but legal black clouds might yet rain on the cloud computing parade...
26 Apr 2011
A constitutional crisis brewing in Hong Kong may have far-reaching implications for business dealings in the region, particularly where government-backed enterprises are involved…
26 Apr 2011
Companies are jumping from the relative anonymity of the private markets to the bright lights and scrutiny of the public markets. ZipCar and Air Lease Corp both recently went public…
26 Apr 2011
McCormick & Schmick’s has decided LSRI Holdings’ $9.25 a share tender offer isn’t quite the catch of the day…
26 Apr 2011
A $250 million IPO will warm things up for Oakland’s clean tech trailblazer, BrightSource Energy…
26 Apr 2011
Despite the doubts expressed by investment funds when National Instrument 81-107 was first introduced, it now appears early concerns regarding the cost and administrative impacts of establishing and operating IRCs may have been unfounded…
26 Apr 2011
BMW has rolled out its second billion-dollar asset-backed securitization in seven months…
26 Apr 2011
Ameristar Casinos has bet $2.2 billion on red, issuing markers for new notes and a new credit facility…
26 Apr 2011
Warren Buffett, Charlie Munger and many of their fellow shareholders are looking forward to their biggest weekend of the year – the Annual Meeting of the Shareholders of Berkshire Hathaway…
26 Apr 2011
Gildan Activewear of Montreal is jumping into the sock business with both feet, acquiring Gold Toe Moretz of Newton, North Carolina for approximately $350 million. The deal progressed from signing to closing in just four days…
26 Apr 2011
After issuing a new series of senior notes Santander Holdings USA will be holding onto a cool $500 million…
26 Apr 2011
Showing leniency in its drive to cut the rot from the financial services industry, the UK’s Financial Services Authority has granted reduced penalties to two financial services firms…
26 Apr 2011
Shopaholics in China may soon have one more gift option to explore in the comfort of their own homes. Mobile telecommunications company Redtone Asia recently announced…
26 Apr 2011
International Game Technology has lit up its scoreboard with a $750 million credit facility...
25 Apr 2011
Australian Treasurer Wayne Swan was in the South Korean coastal city of Gyeongju preparing for meetings with G20 finance ministers when he heard the news...
21 Apr 2011
A jury found Mattel Inc misappropriated trade secrets from MGA Entertainment relating to the Bratz doll line and awarded MGA $88.5 million in damages in...
21 Apr 2011
The Dubai Financial Services Authority has proposed significant changes to the markets law regime of the Dubai International Financial Centre. In a recently issued consultation paper...
19 Apr 2011
In times of war, ammunition is sacred. For the telecommunications sector, patented technology is the ultimate secret weapon that has driven industry players to…
19 Apr 2011
Dodd-Frank strikes again, this time via the CFTC’s long-awaited margin requirement reforms for swaps...
19 Apr 2011
To observe that the scope and speed of the Dodd-Frank derivatives rulemaking is “unprecedented” is an understatement...
19 Apr 2011
Shareholder activism is once again in the spotlight in the UK as AGMs abound, though with some surprises this year. Despite soaring bonuses, director remuneration disputes take a backseat to arguments over strategic direction…
19 Apr 2011
Proxy season in the U.S. is far from over, but some clear trends are already emerging. With proxy season in full swing…
19 Apr 2011
In a peculiar narrative for a company board, Exmovere Holdings has retroactively replaced by written consent a disappearing director and COO…
19 Apr 2011
Consol Energy and its wholly-owned sub, CNX Gas, have hooked up credit facilities worth $1.5 billion and $1 billion, respectively…
19 Apr 2011
Facing nine class actions since announcing their March combination, Celera Corp and Quest Diagnostics have tweaked their merger agreement...
19 Apr 2011
An explosion of covered bonds has lifted the lid on UK debt markets, as the FSA consults on expanding its covered bond regime to exploit this new force for finance…
19 Apr 2011
It’s M&A season in Southeast Asia, but not all are joining in the festivities. Recently, Rohat Resources, an SEC-filer based in Bangkok, moved to increase the company’s…
19 Apr 2011
Energy powerhouse PPL Corp will finance its acquisition of England’s Central Networks with $3 billion in shares and equity units…
19 Apr 2011
Aluminum behemoth Alcoa will issue $1.25 billion in shiny new unsecured notes...
19 Apr 2011
Apple Inc sued Samsung Electronics claiming the South Korean firm's Galaxy line of mobile phones and tablets "slavishly" copies the iPhone and iPad...
19 Apr 2011
Taiwan's Financial Supervisory Commission has stepped up enforcement of its corporate governance regulations by making it mandatory for listed firms and financial institutions to appoint independent directors and...
14 Apr 2011
The U.S. government is getting out of the credit ratings game, but that is cold comfort to companies preparing risk disclosures…
14 Apr 2011
The shareholder rights plan has traditionally been a defensive tactic a public issuer can use to thwart the efforts of hostile bidders. Another aspect of such plans has, however, come into the Canadian limelight…
14 Apr 2011
The walls are closing in on cross-border businesses based in China, particularly those that are listed on U.S. stock exchanges as well. Intensifying regulatory scrutiny…
14 Apr 2011
Hostile M&A, while typically fraught with tense moments, does not usually rise to soap opera level. A recent turn in CHS hostile acquisition attempt of Tenent Healthcare seems to have rounded that corner…
14 Apr 2011
Security National Mortgage Company entered into a settlement agreement and release with Wells Fargo Funding Inc...
14 Apr 2011
Bidders are banding together and stalking targets in the U.S., Canada, and even China. NASDAQ and ICE’s joint bid for NYSE Euronext is just one example of…
14 Apr 2011
A corporate loophole has opened up in the UK and it is threatening to leave a legal chasm in debt finance and tax practices, as the Supreme Court of England and Wales exposes a hidden difference...
14 Apr 2011
If 2009 was the year of the carbon-copy blind pool REIT offering to raise capital for the pending wave of refinances, 2011 is the year of whetting different investors’ appetites...
14 Apr 2011
With British Columbia’s lumber exports to China at record levels, a pair of Canadian pension plans have teamed up to acquire timber and land management company TimberWest Forest for $1 billion in cash…
14 Apr 2011
An ever-growing list of disclosure woes are turning U.S.-listed Chinese entities into corporate pariahs. Not only rendered untouchable, some of these companies are…
14 Apr 2011
Brazilian mining giant Vale S.A.’s two month long search for large-scale financing has come to an end. In February the Hong Kong-listed entity disclosed that it was seeking…
14 Apr 2011
Deutsche Bank's reputation came under pressure after a U.S. Senate report said the German lender contributed to "the mortgage mess," as regulators seek some redress for the financial crisis...
14 Apr 2011
The Securities and Exchange Commission is bringing Guantanamo Bay-style justice to Wall Street – but it's flawed. Accused fraudster Rajat Gupta is fighting the regulator for...
12 Apr 2011
This proxy season, the message from shareholders at four of Canada’s big banks is clear – they see no need to implement a quota for women on boards. Most cite the need for corporations to focus on...
12 Apr 2011
One of the elder statesmen of Canada’s Technology Triangle is retiring as a standalone company. Waterloo-based software company MKS Inc has agreed to be acquired by product development company PTC…
12 Apr 2011
There is going to be a gap in eXtensible Business Reporting Language implementation thanks to IFRS…
12 Apr 2011
Going up? Apparently Toronto-based Mood Media is. On March 24, Mood announced it had entered into an agreement to acquire privately-held “elevator music” company Muzak Holdings…
12 Apr 2011
Investors in Hong Kong are rolling out the red carpet for the city’s first ever renminbi initial public offering, the highly publicized Hui Xian Real Estate Investment Trust…
12 Apr 2011
Taking a radically different path from the U.S., the FRC has issued a plan to reduce disclosures…
12 Apr 2011
Many companies are preparing for the leap to enhanced golden parachute disclosure. The SEC also recently adopted final rules implementing the requirement that companies…
12 Apr 2011
Blank check companies, also known as SPACs, are awfully ambitious these days. Following in the footsteps of China-focused SPAC Lone Oak Acquisitions…
12 Apr 2011
Existing corporate policies offer scant relief from shareholder proposals this proxy season. In particular, a recent no action request by Kroger highlights how...
12 Apr 2011
Delta has literally written its own ticket for nearly $300 million to help finance its fleet…
12 Apr 2011
Scandinavians continue to raid the London Stock Exchange with cross-border offerings of debt as Sampo Bank, the Finnish bank, issues a €2 billion Euro Medium Term Note Programme…
12 Apr 2011
All eyes will be directed Ottawa’s way beginning April 13, when the Supreme Court of Canada commences hearings regarding Canada’s proposed federal securities legislation…
12 Apr 2011
Two co-founders of Silicon Valley chip maker Marvell are suing Goldman Sachs, saying the bank unnecessarily forced them to sell shares in their company during the financial crisis...
12 Apr 2011
The Financial Industry Regulatory Authority on Friday sanctioned UBS Financial Services for omissions and statements that effectively misled some investors on the...
12 Apr 2011
A Democratically controlled Senate bill to fund financial regulation through September "makes tough choices while protecting critical priorities," the Appropriations Committee said...
12 Apr 2011
According to the Independent Commission on Banking, separating retail and wholesale banking in some way might have "a number of potential benefits", and it has...
7 Apr 2011
As companies become increasingly global with cross-border flows of capital, people, goods and services, hedging against risks such as currency fluctuations has become more and more important. But when hedges go wrong…
7 Apr 2011
It seems the global aerospace industry is finally climbing out of the rut caused by the credit crisis. Canada’s position in this sector is illustrated by the recently announced $625 million bid by aerospace giant EADS to acquire Vector Aerospace…
7 Apr 2011
Russian companies planning a London IPO will be buoyed by the news that Exillon, an Isle of Man incorporated oil company with operations in Russia, has announced a successful £89.3 million placing…
7 Apr 2011
Procter & Gamble’s $2.35 billion Pringles spin-off makes an impressive stack of chips for Diamond Foods, Inc…
7 Apr 2011
Hormel Foods will continue to grind out more of its iconic Spam, spurred on by $250 million in new notes…
7 Apr 2011
The NYSE board finds itself in a murky fiduciary quandary, faced with two acquisition proposals, neither of which is clearly "superior." An un-nuanced fiduciary duty obligation mandates a choice among them...
7 Apr 2011
Helping to float a complex cross-border transaction, the SEC will allow Pepsi some relief from conflicting Russian merger law...
7 Apr 2011
The SEC’s hits keep on coming, with its latest insider trading target a former associate at high-powered Wilson Sonsini Goodrich & Rosati…
7 Apr 2011
Japan’s Mitsui & Co is bidding U.S. financial markets farewell. Citing “unjustifiable costs” as one of the reasons to delist, the trading company intends to take its shares…
7 Apr 2011
Some government contractors are not fazed by a looming government shutdown: Ducommun recently announced its plans to acquire LaBarge. Both companies provide aerospace and defense electronic management solutions…
7 Apr 2011
Are covenants stepping up or falling away by the wayside in today’s debt deals? At first blush the results seemed mixed...
7 Apr 2011
Asian companies seeking foreign investments, financing or commercial partnerships with overseas companies may soon find themselves burdened by compliance…
7 Apr 2011
Racetrack and casino operator Indianapolis Downs LLC filed for bankruptcy protection in a Delaware court to restructure its debt...
7 Apr 2011
As the winter melts away, Chinese companies are once again venturing outward, stepping up efforts to go public in overseas stock markets. According to data gathered…
5 Apr 2011
M&A activity in the cleantech sector is picking up, as the industry gains traction worldwide and players stake their claims to linchpin technologies. The latest example comes from Montreal-based 5N Plus…
5 Apr 2011
For corporate Canada, the say-on-pay issue has been dominant in dealings with activist shareholders over the past few years. Yet as this proxy season shows, say-on-pay is not the only issue going to a shareholder vote…
5 Apr 2011
As Dodd-Frank enters its rulemaking homestretch, the CFTC is going to the whip against disruptive practices. The statute’s sweeping mandate compels…
5 Apr 2011
Fraud allegations and multiple derivative shareholder actions are turning U.S.-listed Chinese companies into modern day lepers, with accusations...
5 Apr 2011
Mriya Agro Holding Public, a Ukrainian agroindustrial company, is harvesting interest from investors by issuing US$250 million 10.95% notes in London…
5 Apr 2011
Global companies mean global competition. But with “GAAPs” between accountancy standards, is everyone playing by the same rules? Recent disclosures shed new light on the differences between the U.S. GAAP and…
5 Apr 2011
Chinese real estate website operator SouFun Holdings is giving its employees something to write home about, issuing US$144 million…
5 Apr 2011
Israel’s booming offshore oil & gas fields already bear a new kind of resource for lawyers: operating contracts…
5 Apr 2011
TI’s Texas-sized acquisition of National Semiconductor may light up the antitrust cocktail circuit for quite some time...
5 Apr 2011
AT&T has rung up a massive $20 billion bridge loan to help finance its proposed acquisition of T-Mobile USA…
5 Apr 2011
On July 21 about 4,000 investment advisers will be affected by section 410 of the Dodd-Frank Wall Street Reform and Consumer Protection, which requires advisers with...
4 Apr 2011
Global internet giant Google has bid $900 million for a war chest of patents from bankrupt Nortel Networks in an initial "stalking horse" bid that's expected to draw in higher competing offers...