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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 |

Beyond Brexit transition – the divergence of UK and EU competition law

The end of the Brexit transition period on 31 December 2020 is likely to be a watershed in UK competition law. There will be some immediate changes including......By: Hogan Lovells
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Hogan Lovells | Nov 25,2020 |

Recent Cases Highlight Supply and Demand Imbalance In the SPAC Market

By mid-2020, special purpose acquisition companies (“SPACs”) had already set records, with over $22 billion in deal value. The massive amount of SPAC capital being raised has created a huge demand for suitable acquisition targets. A SPAC is a shell company with no operations that raises capital in an initial public offering (“IPO”) for the purpose of merging with and taking public an unspecified existing company. This can be a faster and more efficient method of going public than a conventio...
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Philadelphia Zoning, Land Use, and Construction COVID-19 Update

The Ballard Spahr Zoning and Land Use Team is continuing to monitor all aspects of the Philadelphia land use approval process during the COVID-19 emergency, including the issuance of zoning and building permits, regulation of construction work, and zoning and land-use related legislation in City Council....By: Ballard Spahr LLP
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Ballard Spahr LLP | Nov 25,2020 |

What is a Public-Private Partnership? (And why we should think broadly about it)

Ask ten people in the industry to define a public-private partnership (P3), and you’ll probably get twice as many definitions. The World Bank’s PPP Knowledge Lab defines a P3 as "a long-term contract between a private party and a government entity, for providing a public asset or service, in which the private party bears significant risk and management responsibility, and remuneration is linked to performance."...By: Bilzin Sumberg
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Bilzin Sumberg | Nov 25,2020 |

[Webinar] 2020 M&A Year in Review: Lessons Learned - December 15th, 11:00 am - 11:30 am EST

In just about every way, the world turned upside down in 2020. Deals were no exception. Whether it was incorporating a PPP payoff or forgiveness into deal terms, drafting MAE, interim operating covenants and working capital terms in this new environment, representations and warranties insurance coverage and business interruption or event cancellation insurance claims, we’ve seen first-hand how COVID-19 has affected transactions....By: Williams Mullen
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Williams Mullen | Nov 25,2020 |

UK Takeover Panel's Code Committee Proposes Changes to Treatment of Offer Conditions and Offer Timetable

The Code Committee ("Code Committee") of the UK Takeover Panel ("Panel") has published a consultation paper proposing a number of amendments to the City Code on Takeovers and Mergers ("Code") which, if adopted, will mark a significant departure from the current rules. The Code Committee is inviting responses to the consultation paper by 15 January 2021 and expects to publish the final amendments to the Code in spring 2021. Please see full White Paper below for more information....By: Jones Day
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Jones Day | Nov 25,2020 |
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