As banks structure deals to circumvent the Federal Reserve System’s new liquidity coverage ratio proposal (‘LCR’), regulators scramble to protect the financial industry from another fiscal meltdown.
Transaction Advisers: Amendments to Delaware Law to Facilitate Short-Form Mergers in Two-Step Transactions
Acquisitions often employ a two-step structure in which the acquiror first launches a tender or exchange offer for any and all outstanding shares. Upon the close of the tender or exchange offer, the acquiror then acquires any shares not tendered in the offer by way of a second-step merger to complete the acquisition.
Volcker Rule challenged in Court: Will Regulators Accede or Demur?
The American Banker’s Association (ABA) filed a petition on December 24, 2013, in the United States Court of Appeals for the District of Columbia challenging a provision of the recently approved final version of the Volcker Rule (the Final Rule) requiring community banks to divest their holdings in a commonly held debt instrument known as […]
2013: The Year of Corporate Venture Capital
Corporate venture capital on the rise Looking back, 2013 has been the year of corporate venture capital (CVC). Corporate venture capital is a special form of investment of corporate funds directly in external target start-up companies. Corporations decide to pursue CVC projects not only for financial reasons, but also to create a ‘window on technology’, […]
SEC Issues New Guidance On “Bad Actor” Disqualification From Rule 506 Offerings
On December 4, 2013, the staff of the Securities and Exchange Commission (SEC) Division of Corporation Finance issued new guidance regarding the “bad actor” disqualification provisions of Rule 506(d) of Regulation D under the Securities Act of 1933 (Securities Act) and the related disclosure requirements of Rule 506(e) through an update to its Securities Act […]
JoS. A. Bank Thwarts Men’s Wearhouse “Pac-Man” Defense
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 […]
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 […]