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|UK Takeover Code: The Panel Widens the Net|
Richard May; Fried, Frank, Harris, Shriver & Jacobson (London) LLP;
May 20, 2013, previously published on May 17, 2013On 15 May 2013, the UK Takeover Panel (the Panel) announced important changes to the scope of the City Code on Takeovers and Mergers (the City Code). Essentially, these changes mean that takeover bids for a wider range of companies will now be subject to the City Code, including bids for all...
|Long-Term Commitments of Partners in a Partnership (GbR) Can Be Inappropriate|
Michael Rainer, Michael Rainer; GRP Rainer LLP;
May 17, 2013, previously published on May 16, 2013Under circumstances an overly long commitment of partners in a partnership organised under the German Civil Law (GbR) that arises out of the memorandum of partnership of the GbR, can be inappropriate.
|Extension of UK Takeover Code Jurisdiction|
Michael E. Hatchard, Scott C. Hopkins; Skadden, Arps, Slate, Meagher & Flom (UK) LLP;
May 17, 2013, previously published on May 16, 2013On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction should be extended to cover all companies that have their registered...
|IRS Addresses UBTI and Executive Compensation Issues|
Skadden Arps Slate Meagher Flom LLP;
May 16, 2013, previously published on May 8, 2013On April 25, 2013, the Internal Revenue Service (IRS) released its Final Report for the Colleges and Universities Compliance Project, a multiyear analysis of tax-exempt colleges and universities. In 2008, the IRS distributed questionnaires to 400 randomly selected colleges and universities and...
|You Can’t Always Get What You Want|
Shane C. D'Souza, Robert O. Hansen; McCarthy Tétrault LLP;
May 16, 2013, previously published on May 14, 2013The recent Delaware ruling in In Ancestry.com Inc. Shareholder Litigation provides a cautionary tale relating to a target company developing aggressive projections during an auction process.
|Derivative Product Companies: A Comparison of New Rating Agency Guidelines|
Cadwalader Wickersham Taft LLP;
May 16, 2013, previously published on May 10, 2013Derivative product companies (“DPCs”) are structured financial entities that act as intermediaries for, or guarantors of, an affiliated entity (the “Sponsor”) under interest rate or FX derivatives with a non-affiliated counterparty (a “Counterparty”). In a...
|Unprecedented FCPA Wake-Up Call for U.S. Broker-Dealers and Foreign Banks: Has the Perfect FCPA Storm Finally Arrived for U.S. Financial Markets?|
Duane Morris LLP;
May 16, 2013, previously published on May 14, 2013On May 7, 2013, the U.S. Attorney's Office for the Southern District of New York (SDNY) unsealed extraordinary criminal charges against two registered representatives of a U.S. broker-dealer and a high-level Venezuelan government official for engaging in a "Massive International Bribery...
|Insider Trading Through Deductive Reasoning: Canada and the United States Take Different Approaches|
Robert N. Black, Sarah Bode, Felix Touzin; Davis LLP;
May 16, 2013, previously published on May 15, 2013The Ontario Securities Commission and a veteran investment banker, Richard Moore, recently reached a settlement agreement regarding claims by the OSC of improper securities trading by Moore. The OSC alleged that trades in the securities of Tomkins plc made by Moore while he was at CIBC World...
|Entrepreneurs: Go Forth and Act, But Act Wisely|
Vivian Breier; Ruskin Moscou Faltischek, P.C.;
May 15, 2013, previously published on May 2013What distinguishes those with great ideas from entrepreneurs is elementary. Entrepreneurs act on their idea. Tantamount to acting, is planning and good advice. Anyone who wants to pursue a concept should first do some extensive on-line research to see what is already out in the marketplace. ...
|New Tax Rules Adversely Affect Monetization, Derivative and Similar Transactions|
Anna Malazhavaya, Matthew Peters; Cassels Brock & Blackwell LLP;
May 15, 2013, previously published on May 7, 2013The Federal budget, released on March 21, 2013 (the “Budget”), proposes to introduce new rules that may have significant tax implications to any person entering into agreements or other arrangements that effectively lock in the gain on property held by the person or certain other...