Legal News

On October 27, 2020 the U.K. Takeover Panel (the “Panel”) published a consultation (the “Consultation”) on a series of significant changes to the treatment of conditions (and pre-conditions) to offers and the timetable which offers must follow under the U.K. Takeover Code (the “Code”). The consultation calls for comments by January 15, 2021, following which the Panel expects to issue a response statement (in Spring 2021) setting out the final form of the changes it decides to make to the C...

Bay area business software powerhouse Salesforce is “in advanced talks to buy Slack Technologies,” the “buzzy newcomer on a mission to replace office email.” A deal could be announced as early as tomorrow, and it would mark Salesforces’ biggest-ever acquisition (as Slack has a market value of over $17 billion)....By: Robins Kaplan LLP

Increasingly, utilities are replacing older generation fleets with more cost-effective generation technologies. Renewables are cost-competitive alternatives in this effort for a number of reasons, including the current tax incentives. A utility’s acquisition of a renewable asset presents many issues not otherwise present in a non-utility acquisition, particularly if the utility intends to include its investment in rate base. In this complimentary webinar, we will discuss the legal and tax...By...

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

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

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

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

The California Environmental Quality Act (CEQA) requires state and local government agencies to identify potentially significant environmental impacts of proposed projects and to reduce those impacts wherever feasible. For large public infrastructure projects, the environmental review process can take years. Such projects can also be held up in the courts, even where the public agency has prepared a full Environmental Impact Report. In this episode of Digging Into Land Use Law, Nossaman...By: No...

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

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