Anatomy of an M&A Transaction (V): Factors To Consider When Closing M&A Deals

By Michael Mercurio Esq., Offit Kurman

No matter how thoroughly you prepare to sell your business, closing a mergers and acquisitions (M&A) deal requires a great deal of patience and commitment from the seller’s vantage point. Chances are you will need to wait longer than you would otherwise prefer to receive your payout, as there are many I’s to dot and t’s to cross by the buyer. Keep focused and be mindful of seller fatigue (that uncanny sensation to just give in to the buyer’s demands in order to get the deal finished)

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Material adverse change in Dutch M&A transactions

By Rudolph A. I. Snethlage, TeekensKarstens advocaten notarissen

Over the past 15 years, there have been several serious events which had a negative economic impact on a global scale. A few examples include 9/11, the bankruptcy of Lehman Brothers and the subsequent credit crunch and recession, not to mention the more recent threat of a Grexit. Imagine being absorbed in closing an important deal and pending completion when, quite suddenly, Greece announces it is leaving the European Monetary Union. Fortunately, your client, who is the purchaser, stipulated that the sale and purchase agreement (SPA) should contain a “MAC-clause”.  Does the Grexit qualify as material adverse change (MAC), allowing your client to step back or modify the deal?

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M&A deals involving Brazilian distressed companies

By Vitor dos Santos Henriques & Thiago Jun Machado, Santos Neto Advogados

Certain sectors of the Brazilian economy are facing deep losses due to inefficient management or lack of alternative financing. In some cases, such as sugaralcohol and industrial equipment supply areas, the companies are demanding judicial recovery, a procedure set forth in Brazilian Bankruptcy Law that is similar to the Chapter 11 in the US.

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London, UK

An Introduction to Enterprise Management Incentive (EMI)

By Ajay Shah, Lawrence Grant Chartered Accountants

The EMI programme is structured as an option-based scheme and is specifically aimed at smaller “higher risk” trading companies. EMI options are particularly attractive for small or start-up companies that may opt for EMI options when cash is tight, in order to remain a competitive employer for key employees against larger companies.

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End of life decisions in Canada

By Holly LeValliant, Basman Smith LLP

An area of considerable public debate in Canada recently is the withdrawal of life support from terminally ill patients. This topic touches deep emotions and conflicting cultural and religious values for many. The legal justice system in Canada has been the primary battleground as our society attempts to wrestle with this issue.

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The investors' dilemma!

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By Prof. Robert Anthony, Anthony & Cie

Where are we going with our investments? Is the crisis over? Has the euro reached the end of its life? Should we invest in corporate bonds? What about precious metals? These are just some of the questions regularly asked by many people. Private equity and social responsibility in investing – these key words sound great, but are they really as original as we think?

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