LATEST ANALYSIS
January 2010
29 Jan 2010
Corel Corp., an Ontario-based software provider, has recently been contacted by the Securities Exchange Commission (SEC) regarding a...
29 Jan 2010
The Securities and Exchange Commission is continuing its crackdown on stock market manipulation and abusive shorting. Two hedge funds were recently charge with…
29 Jan 2010
The twin perils of market volatility and heavier regulatory capital requirements under the new European directive Solvency II are causing some insurance companies to reassess their business models…
29 Jan 2010
The headline-grabbing Tishman/Blackstone walk-away from New York’s Stuyvesant Town is only the biggest of a broad trend: Real estate owners handing the keys over to their banks…
29 Jan 2010
Corporate disclosure on the ultra-sensitive topic of computer and network security breaches have been highlighted by Google’s recent disclosure of a cyber attack originating in China…
29 Jan 2010
SEC staff reviews may be a normal course of exchange for public filers, but companies occasionally find themselves aggressively defending their practices. Recently released SEC staff correspondence letters reveal that Southwest Airlines…
28 Jan 2010
Japan’s leading cosmetic maker, Shiseido Co., has commenced a tender offer to buy all outstanding shares of Bare Escentuals Inc for $1.7 billion...
28 Jan 2010
Executive jets and the companies that pay for them made quite a stir on Capitol Hill after the CEOs of Detroit’s automakers flew into Washington. Yet American International Group Inc (AIG) and its chief executive have entered into an Aircraft Time Sharing Agreement…
28 Jan 2010
Though still early in proxy season, activist shareholders are already demanding a variety of changes to executive compensation disclosure and practices. Shareholders from companies diverging from Dow Chemical to Sprint, and Bank of America to Frontier Communications are…
28 Jan 2010
Convio, a company that helps nonprofits raise funds, is now hoping to raise $57.5 million to help itself….
28 Jan 2010
The Malaysian government’s encouragement and commitment to transparency may account for nascent Western interest in Malaysia’s Islamic finance climate…
27 Jan 2010
More companies with a link to China and Asia Pacific are attempting to go public in the Unites States. Following this trend is Hong Kong-based start-up, Eastern World Solutions Inc…
27 Jan 2010
Breaking up is always the hardest part, as some “wallet-broken” stakeholders are finding out in bankruptcy court. Capmark, Nortel, Canwest and others are spiraling out of existence with each asset sale…
27 Jan 2010
Kraft and Cadbury recently reached an agreement for £11.9 billion friendly-takeover. The agreement caps off an extended game of cat and mouse, which ended only after…
27 Jan 2010
The IPO pipeline is hotting up in the UK, and Travelport’s announcement of its intention to undertake a total capital raising of approximately $2 billion (£1.24 billion) has started the first volley of London initial public offerings…
26 Jan 2010
Shareholder activism may be the key this year to empowering and advancing shareholder interests. For an example of activism in action, look no further than Take Two Interactive Software...
26 Jan 2010
SAC Capital and Blackstone have just done a special purpose acquisition company (SPAC) deal notable as yet another mandated acquisition…
26 Jan 2010
Even CEO-chairmen aren’t immune to the vagaries of fashion, and wearing two hats is clearly out. Whole Foods, E*Trade Financial, and Morgan Stanley are just a few of the companies that have recently decided to separate the roles…
25 Jan 2010
Goldman, it seems, has pulled the proverbial white flag and has decided to fight for its preferred executive compensation structure after all. The SEC recently released seven no action requests filed last week by...
25 Jan 2010
Late in December last year Lehman Brothers International Europe (LBIE) announced that it had received sufficient acceptances to its Claim Resolution Agreement to return up to £7 billion ($11 billion) of assets…
25 Jan 2010
Healthcare horse trading might be taking place on Capitol Hill, but the real drama is occurring in the run up to annual meetings through no action letters…
22 Jan 2010
If recent no act letters are any indication, the separation of chairman and CEO may, yet again, be a hot proxy topic for shareholders this year. Two major companies have received proposals recently and…
22 Jan 2010
A U.S. bankruptcy court has approved the plan of pre-organization submitted by Cary, N.C.-based R.H. Donnelley Corporation, a print and online yellow pages publisher…
22 Jan 2010
Environmental risk disclosures cover a waterfront of issues, from clean energy to carbon reduction to water cleanup. Driving environment-related disclosures this year is a host of regulation, both pending and recently passed…
22 Jan 2010
In another sign of the resurgent M&A market, two small capitalization deals are slated to close. The Merz Pharma Group of Germany said that it intends to buy…
21 Jan 2010
Essilor International SA, a French Ophthalmic Optics manufacturer, has announced the issue of 50,000,000 American Depositary Shares (ADS). The issue comes amid renewed interest among investors in…
21 Jan 2010
Companies involved in “big” M&A have recently seen competition (antitrust) regulators in action. Just ask merger partners Petro-Canada and Suncor, which were required to sell off 104 retail gas stations…
21 Jan 2010
The earthquakes in Haiti have deservedly taken the media spotlight over the last week, and individuals and companies are responding to the disaster by stepping up to help those in need…
20 Jan 2010
Ultimate Escapes Inc, a Florida-based company, filed a registration statement for up to $40,250,000 in common stock…
20 Jan 2010
Digital rights are surprisingly dramatic. From Google Books to Amazon’s Kindle, most users may not be aware that their sleek new holiday “toys” are actually a bundle of legal uncertainty, wrapped in a bow, yet shrouded in mystery…
19 Jan 2010
SPAC dealmaking proceeds down two parallel paths -- making the "acquisitions" worthy of their name and cashing out unhappy shareholders, often funds. Asia Special Situation Acquisition Corp…
19 Jan 2010
In a CoCo-like move, BNP Paribas has put together its own contingency-based convertible securities, centered on a Knock-In Event. In particular, BNP Arbitrage Issuance BV…
19 Jan 2010
Healthcare reform puts two constants, both death and taxes, on the line. Disclosures range from alarm to ennui in corporate America, seen from Aetna to Whole Foods. Even amid the large body of companies that are part of the healthcare “food chain”…
18 Jan 2010
Telecommunications company Conestoga Enterprises recently a filed a $1.1 billion exchange offer of 7.875% Senior Notes due 2017 for 7.875% Senior notes…
18 Jan 2010
Though Islamic finance has made significant headway in Europe and the U.S., it remains in relative infancy in Canada. In one notable development though, in late December, Toronto-based company Ansar Financial and Development Corporation filed a prospectus for…
18 Jan 2010
Becoming a part of the recent trend in corporate spin-offs, on February 9, 2010, Madison Square Garden, Inc., a Delaware corporation, will become a public company. The Dolans are spinoff a sizable chunk of their cable vision empire...
15 Jan 2010
China Angel Assets Management LLC. Entered into a securities purchase agreement with Man Shing Agricultural Holdings Inc, a Nevada corporation headquartered in Hong Kong...
15 Jan 2010
A year after it was first posed by Westlaw Business Currents, “to blog or not to blog” disclosures remains the question. Google revealed in a widely-reported SEC filing that…
15 Jan 2010
It’s proxy season and change is in the air, especially for directors now forced to defend their authority. The Securities and Exchange Commission adopted final rules on December 16, 2009 to expand corporate governance and…
15 Jan 2010
The Shari'ah is not confined to a specific national jurisdiction. Nevertheless, it constitutes a corpus of rules on social conduct that is...
15 Jan 2010
The London Stock Exchange is remaking itself, in a clear quest not only to retain its dominance in the UK, but to grow it. With DP World and Pearl recently announcing planned Premium Listings on the LSE, the message is clearly getting out. Less publicized, though, is the challenge posed to …
14 Jan 2010
Bank compensation is now facing its latest regulatory threat, this one with actual costs attached, following rules proposed by the Federal Deposit Insurance Corporation (FDIC)…
14 Jan 2010
A Customer Identification Program (CIP) Rule enforcement exemption was continued with the SEC’s Division of Trading and Markets granting of no-action relief earlier this week...
14 Jan 2010
Powerhouse timber company Weyerhauser recently announced its REIT status for 2010, raising a bright green flag over the powerful forces driving REITs. Weyerhauser’s move helps it join not…
14 Jan 2010
UK national newspapers are facing increased competition from free news and online news services which are pushing the traditional newspaper business model to breaking point. Many of these shifts are reflected in recent industry disclosures…
13 Jan 2010
Healthcare properties continue to be a bright spot for troubled real estate markets, as evidenced by Grubb & Ellis Healthcare REIT II’s purchase of a neurology center…
13 Jan 2010
Credit card woes of a different sort appeared in recent filings relating to Visa. A settlement was reached with related party, Heartland Processing Systems, which...
13 Jan 2010
With the motto “Do No Evil” and a rap for bad behavior in China, among others places, it’s little surprise that Google is facing a shareholder proposal to create a Human Rights Committee...
13 Jan 2010
Limited partnerships and trusts may be due for a comeback in 2010. In 2009, LPs raised $1.8 billion through 31 separate Canadian offerings, while trusts like ARC Energy just completed a $250 million offering of units…
13 Jan 2010
Patent disputes and disclosure are just a part of life for any innovation-based business. Licensing and royalty agreements are big bucks and litigation can be a key part of both parties’ “negotiation” strategy…
12 Jan 2010
As Brazil’s economy pops, so do its deals – but it’s less common to see the actual deal documents pop into the public sphere. Thus, innovator TIM Participacoes SA,…
12 Jan 2010
How do you select what to disclose after an unbelievable 2009 fraught with disclosure-worthy issues? With duty to disclose policies newly widespread, this question is even more…
12 Jan 2010
In an era of hyper-sensitivity to executive compensation, Disney’s recent moves shine a light on standards outside of the financial services industry...
11 Jan 2010
As snow falls across the UK, energy efficiency is once again on the political agenda and companies are live to the implications of the Carbon Reduction Commitment (CRC). Recent filings with the FSA reveal that…
11 Jan 2010
Second liens may be second class in bankruptcy court, but they remain a first class recapitalization tool...though with some changes. Companies from Revlon to Rite Aid have all recently waded back into the market…
8 Jan 2010
After appearing to be on its last leg last year, brought down by troubled mortgages, GMAC seems coming back to life – or at least continues to hold its own. The mortgage financier has filed an Indenture and…
8 Jan 2010
Last month, TSX Staff published a Notice providing guidance on a hodge-podge of topics likely to impact issuers. Staff addressed anti-dilution provisions for convertible securities, the addition of a cashless exercise feature to stock option plans, and …
8 Jan 2010
Chinese reverse mergers have spread from Nevada targets all the way to Quebec. For a particularly artful two-step, consider Amico Games...
8 Jan 2010
The Securities and Exchange Commission adopted final rules on December 16, 2009 to expand corporate governance and…
8 Jan 2010
Natural gas deals are burning up, with uniquely hot legal issues around them. Recent deals by Exxon/XTO, Chevron/Tokyo Energy and the just announced deal between Total/Chesapeake power forward…
7 Jan 2010
Small company acquisition as a growth path (for the acquirer) and exit (for the target) is set to pick up in 2010, and an early entrant is the sale of Israeli innovator Cloverleaft Communications to Colorado’s Dot Hill Systems…
7 Jan 2010
The SEC has voiced concerns over legal opinions issued in the context of an S-3 registration. Merge Healthcare, a Milwaukee-based healthcare computer systems company…
7 Jan 2010
The energy sector is sure to be an area to watch in 2010, particularly where it involves China-based companies. Hoku Scientific Inc, based in Honolulu, entered into a securities purchase agreement with China-based Tianwei New Energy Holdings Co…
7 Jan 2010
After a rough first half of 2009 for private equity, fund activity is picking up again, allowing for increased acquisition activity. Illustrating this trend, Henry Schein Inc, with the involvement of Oak Hill Capital….
7 Jan 2010
Gold Dragon Enterprises, a China-based gold exploration company, recently filed its initial public offering with the SEC. Gold Dragon is offering up to 2 million shares of…
7 Jan 2010
Kids sure do grow up fast these days – even those of the corporate variety. In the past month alone, Time Warner set AOL free, Bristol Myers said goodbye to Mead Johnson Nutrition, and...
7 Jan 2010
Shareholder proposals and no action letters make it clear: bankers and their wallets are in for a rough 2010 proxy season. To wit: Amex, Citi and Bank of America, among other financial services companies, are fighting…
6 Jan 2010
Though not as hot as late summer, real estate investment trust (REIT) activity in 2009 is continuing. Digital Realty Trust, Inc recently acquired a three-property data center portfolio located in…
6 Jan 2010
After a year of beefing up its enforcement muscle, the SEC is bringing some charges full circle. Earlier this week, the regulator settled insider trading charges centering around Dell Inc’s acquisition announcement of Perot Systems...
6 Jan 2010
In a stark contrast to this time last year, a number of lenders are signaling restored confidence in issuing credit to borrowers. For example, vehicle security system LoJack Corporation secured a…
6 Jan 2010
Making sense of the 2009 U.S. capital markets is no easier than peering into the capital market’s crystal ball for 2010. Clear trends like spinoffs, Chinese IPOs, and junk bonds drove the equity and debt markets during 2009 and these trends could drive the market in 2010…
6 Jan 2010
While much of the news has been focused on bettering balance sheets, weakened UK companies are actually engaged in twin processes of recapitalisation and cost control. Recent debt and equity offerings reveal that...
5 Jan 2010
Lenders are showing more confidence in providing financing to joint ventures such as the Hard Rock Hotel & Casino in Las Vegas. Amendments were made to several loan agreements for…
5 Jan 2010
Shareholders already seem to be in the driver’s seat at many companies this year, the latest example of which is NYSE Euronext...
5 Jan 2010
Capital market activity is starting out with some big offerings for 2010. Missouri-based Charter Communications Inc has filed with the SEC an offering of…
5 Jan 2010
In a growing trend, companies are leaving tropical tax havens in anticipation of greater EU and U.S. tax regulation of haven-seekers. The latest: global insurance brokerage Willis Group has...
4 Jan 2010
FCPA enforcement has stepped up yet again, even touching China-related actions in the U.S.A. The SEC’s year-end salvo against California’s UTStarcom Inc. was announced under the cover of 2009’s year end close….
4 Jan 2010
Despite the Christmas excess, UK investors are developing a ferocious appetite for venture capital trusts. Recent months have seen British investors hungrily moving out of pension schemes and into…