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Mergers and Restrictions on Assignments by “Operation of Law”

Few things are more fundamental to M&A due diligence than determining whether any of the material contracts to which the target is a party require a counterparty’s consent as a condition to the proposed acquisition. And that determination is significantly influenced by the specific language set forth in the contract’s anti-assignment/change of control provision, as well as the form the proposed acquisition takes—i.e., whether the transaction is an asset purchase from the target, a purchase of...
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Weil, Gotshal & Manges LLP | Sep 22,2020 |

Why So Many Law Firm Merger Attempts Fail

I recently wrote about the outcomes of our most recent 30 law firm merger & acquisition projects within the context of a clear uptick in activity and our prediction of increased activity over the next few years.  Within that article, I observed that......By: LawVision
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LawVision | Sep 22,2020 |

Important Considerations When Structuring M&A Transactions for Government Contractors: OCI, Reps and Warranties, and Assignment of Receivables Part 2 of a 3-Part Series

Our three-part series on government contractor M&A transactions provides an overview of key regulatory and industry-specific considerations that can impact all aspects of a deal. Part 1 is available here. It covers pre-transaction novation and affiliation issues. In Part 2, we move onto the transaction itself, diving into the potential for organizational conflicts of interest (OCI), regulatory compliance concerns, and the assignment of receivable rights. If ignored, these can impede the...By: Pi...
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PilieroMazza PLLC | Sep 22,2020 |

State Tax in Transactions - Expanding Nexus Footprint (Part II)

M&A transactions can have big implications for your company's nexus footprint. In part two of the series on M&A transactions, Matt Hunsaker breaks down nexus issues that should be on your radar if your company is engaging in an M&A transaction and how you can proactively enter into M&A transactions to clean up your nexus footprint....By: BakerHostetler
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BakerHostetler | Sep 22,2020 |

Top 10 Legal Concerns for Builders and Contractors

Builders and contractors often come to me with the same questions and concerns related to legal issues. Over the years I’ve noticed the following common legal questions from construction professionals. ...By: Cranfill Sumner & Hartzog LLP
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Lessons from a Post-COVID19 Construction Lawyer

The last six months have been a whirlwind, especially for this single dad of six school children (who are no longer in school) while I work from home/office/car/jobsite/court....By: Burr & Forman
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Burr & Forman | Sep 22,2020 |

Global trade uncertainties put chemical companies at risk

Beset by ongoing tariff wars, Brexit fallout, heightened sanctions, and other geopolitical tumult, global value chains now face a deeply uncertain trade environment....By: Hogan Lovells
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Hogan Lovells | Sep 22,2020 |

Financial Daily Dose 9.22.2020 | Top Story: Microsoft Drops $7.5B on Gaming Acquisition to Challenge Rival Sony

Microsoft made a huge gaming move on Monday with its $7.5 billion acquisition of ZeniMax Media, the “parent company of gaming studios like Bethesda,” and maker of titles like “The Elder Scrolls, Fallout, Doom, Quake and Wolfenstein.” The deal “allows Microsoft to counter criticism that it lags behind Sony in the quality of its games"....By: Robins Kaplan LLP
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Robins Kaplan LLP | Sep 22,2020 |

CFIUS Finalizes Changes to Mandatory Declaration Regulations

President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) on August 13, 2018. FIRRMA made several substantial changes to the CFIUS process and expanded the scope of the Committee’s jurisdiction. Among other changes (described in more detail in our prior OnPoint), FIRRMA authorized CFIUS to mandate short form declarations for certain covered transactions involving U.S. critical technologies or involving the acquisition of a “substantial interest”...
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Dechert LLP | Sep 22,2020 |

New French Competition Authority Merger Control Guidelines

..On 23 July 2020, the French Competition Authority (Authority) published new merger control guidelines, which replace the previous guidelines dated 4 July 2013. ..In the new guidelines, the Authority clarifies and completes (i) the procedural rules and (ii) the rules relating to the substantive examination of a merger. Please see full Publication below for more information....By: Latham & Watkins LLP
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Latham & Watkins LLP | Sep 22,2020 |
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