JoS. A. Bank Clothiers, Inc. turned down a $1.5 billion takeover bid from Men’s Wearhouse, Inc. last week in a move that extinguished the latest, and only, live offer between the two rival men’s clothing retailers.
JP Morgan’s $13 billion settlement with DOJ
JP Morgan will pay $13 billion, the largest settlement any private firm has ever paid to the Justice Department, to settle civil claims about the sale of mortgage backed securities. The firm admitted misrepresenting to investors that mortgage loans complied with underwriting guidelines when, in actuality, these loans were not suitable for securitization. Because the sale of these securities contributed to the 2007 financial crisis, prosecutors sought accountability for the banks that sold such securities. U.S. Attorney General Eric Holder said, “without a doubt, the conduct uncovered in this investigation helped sow the seeds of the mortgage meltdown.”
FRB, FDIC and OCC Propose Addendum to Income Tax Allocation Policy; Agencies Provide Standard Provision to be Included in Tax Allocation Agreements
The FRB, FDIC and OCC (the “Agencies”) jointly issued a Goodwin Procter proposed addendum (the “Proposed Addendum”) to the Interagency Policy Statement on Income Tax Allocation in a Holding Company Structure (the “Policy Statement”).
Master Limited Partnerships, newly re-discovered investment structures, are on the rise
A Master Limited Partnership (MLP) is a publicly traded partnership (PTP). It is essentially a partnership, or a limited liability company (LLC) that has chosen partnership taxation, that trades on a public exchange (NYSE, NASDAQ, etc.) or over the counter market.
AAA Makes Substantial Revisions to Commercial Arbitration Rules
The American Arbitration Association (“AAA”) issued new Arbitration Rules and Mediation Procedures governing commercial disputes for AAA commercial arbitrations initiated on or after October 1, 2013. Arbitration proceedings filed prior to October 1, 2013 continue to be governed by the Arbitration Rules & Mediation Procedures amended and effective June 1, 2010. There are a number of significant changes to the Commercial Rules, many of which appear designed to add increased flexibility to the parties and retain arbitration’s promise of a streamlined, cost-effective alternative to traditional litigation.
Facebook Officially Joins S&P 500
After a secondary stock offering, Facebook officially joined the S&P 500, effective as of the close of trading on Friday, December 20. Facebook announced the secondary offering, consisting of 70 million shares of its Class A stock, on Thursday, December 19. Co-founder and CEO Mark Zuckerberg will sell 41.35 million shares; board member Marc Andreessen will sell 1.6 million shares; and Facebook is offering 27.05 million newly issued shares.
Simplification Package Contacts brings some improvement to the EU merger control process – but also increases the burden for business
On 5 December 2013, the EU Commission (the Commission) published revised versions of the filing forms that companies are required to fill out when asking the Commission to authorize a merger or acquisition under the EU Merger Regulation. Specifically, the Commission has revised (i) the standard “Form CO” filing form, (ii) the “Short Form CO” used in unproblematic cases under the simplified review procedure and (iii) the “Form RS” referral request form that merging companies can use to ask for permission to file a transaction below the EU filing thresholds to the Commission or, vice versa, to file a transaction caught by the EU Merger Regulation to specific Member States.
“Apple is not a bank”, says activist shareholder Carl Icahn
Since August 2013, the activist shareholder Carl Icahn – the second richest person in America and a man who made his fortune on Wall Street – has been pushing Apple to give some of its huge piles of dollars back to shareholders through a share repurchase program of up to around $150 billion.
CFTC Announces Cross-Border Substituted Compliance Determinations, Provides Limited Phase-In for Some Swap Requirements
On Friday, just ahead of the expiration of the CFTC’s exemptive order delaying the applicability of some CFTC swap regulations for non-U.S. swap dealers and foreign branches of U.S. swap dealers, the CFTC issued a press release and summary table announcing comparability determinations that will allow non-U.S. swap dealers and foreign branches of U.S. swap dealers to comply with local law instead of CFTC requirements in cases where substituted compliance is available under the CFTC’s cross-border guidance.
Corporate boards: A welcome change to a male-dominated world
Excessive executive compensation packages and pay-offs often occupy the business headlines. But in these last few weeks another corporate governance “elephant in the room” has dominated: under-representation of women on company boards.