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Channeling Claims: The Importance of Considering (And Updating) Exclusive Forum Provisions Now

In recent years, there has been an ever-increasing number of public and private companies adopting exclusive forum provisions in their charter or bylaws. Having exclusive forum provisions in place can be beneficial for a company and its shareholders by decreasing the risk of facing costly litigation across multiple, potentially distant, jurisdictions and by helping to mitigate the consequent risk of varied results in such jurisdictions....By: K&L Gates LLP
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K&L Gates LLP | Nov 27,2020 |

Update on Foreign Direct Ownership and Investment in the UAE

Introduction - On 23 November 2020, Sheikh Khalifa bin Zayed Al Nahyan, President of the United Arab Emirates (UAE), issued a decree overhauling the rules relating to foreign ownership of companies in the UAE (the Decree) by introducing significant amendments to the UAE Commercial Companies Law No. 2 of 2015 (the Companies Law)....By: K&L Gates LLP
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K&L Gates LLP | Nov 27,2020 |

NAV finance gains traction as private equity seeks liquidity

The use of net asset value finance by private equity firms has spiked under COVID-19 as managers explore new sources of liquidity in a weak M&A market - Until recently, net asset value (NAV) finance—where PE sponsors borrow against the NAV of the companies in their funds—occupied the fringes of the financing mainstream....By: White & Case LLP
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White & Case LLP | Nov 26,2020 |

Foreign direct investment reviews 2020: A global perspective - Japan

In 2020, Japan tightened foreign direct investment review but also introduced a prior notification exemption scheme - Japan's Ministry of Finance (MOF), and its ministries with jurisdiction over the target entity's business, review foreign direct investments under the Foreign Exchange and Foreign Trade Act (FEFTA)....By: White & Case LLP
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White & Case LLP | Nov 26,2020 |

Earnouts in M&A Transactions

An “earnout” is a deal mechanism used in a merger and acquisition transaction (“M&A Transaction”) which structures the terms upon which a buyer agrees to pay additional consideration to the seller after the closing of the M&A Transaction if certain specified performance targets are achieved post-closing by the acquired business or upon the occurrence of specific events. An earnout is a particularly useful deal mechanism when......By: Jackson Walker
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Jackson Walker | Nov 26,2020 |

School District May Assess Fees Based on General Type of Development and Need Not Consider Subtypes

A school district may impose reasonable school impact fees based on the general type of development, regardless of whether the specific subtype of development will or will not generate new students. AMCAL Chico, LLC v. Chico Unified School District, No. C08700 (3rd Dist., Nov. 5, 2020)......By: Perkins Coie
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Perkins Coie | Nov 25,2020 |

Letters of Intent: A Litigation Trap for the Unwary

Letters of intent, or LOIs, serve an important purpose in corporate deals and M&A, and their use is widespread. Equally widespread is litigation concerning their enforceability. Unless commercial parties are careful, they may find themselves embroiled in litigation even though they never intended for their preliminary agreement — whether in the form of an LOI or a term sheet — to be enforceable....By: Kramer Levin Naftalis & Frankel LLP
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Germany Further Aligns Foreign Direct Investment Screening Regime with EU Regulation

The 16th Amendment to the German Foreign Trade and Payments Ordinance entered into effect on October 28, 2020, the third step in the German government’s efforts to tighten its foreign direct investment review regime in 2020....By: Morgan Lewis
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Morgan Lewis | Nov 25,2020 |

Tax-Free Rollovers in Private M&A Transactions: LLC Asset vs. Stock Drop-Down (with Examples)

Companies with a history of consistent revenue growth and adjusted EBITDA make attractive acquisition targets for strategic and private equity buyers. Unlike a strategic buyer, which may have on hand a management team capable of operating a target company after the purchase, private equity buyers often focus on buying growing profitable companies with excellent management teams whom the fund wants to keep in place to operate the target after the purchase....By: Williams Mullen
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Williams Mullen | Nov 25,2020 |

Preparing the Pitch – Central Bank of Ireland Publishes Consultation and Q&A Updates for ILPs and Closed-Ended QIAIFs

The Central Bank of Ireland (the “Central Bank”) has published two documents which are significant steps towards enhancing the private equity and private credit product offerings currently available in Ireland. These documents have been published in anticipation of the update to the Investment Limited Partnerships Act, which is currently making its way through the Irish parliamentary process....By: Dechert LLP
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Dechert LLP | Nov 25,2020 |
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