Mergers & Acquisitions
In this Special Report: "Political Intervention in Global M&A: The Development of Foreign Investment Regimes and Its Impact on Cross-Border M&A," "Spotlight on R&W Insurance," "Recent Decisions Indicate There Is Leeway for Controllers When Determining Whether to Structure a Transaction to Be 'MFW'-Compliant," "China Targeted M&A Re-Emerges in SPAC World," and "Balancing Minority Equityholder Rights and Acquirer's Ability to Consolidate Under U.S. GAAP Financial Accounting Rules."
October 29, 2018 at 02:58 PM
2 minute read
This article focuses on the increasing government foreign direct investment intervention in Western economies and compares that to Asian governments' differing approach as they look to encourage FDI in their emerging economies.
This interview outlines the surge in interest in and utilization of representations & warranties insurance over the past few years, factors in deciding which of the burgeoning number of insurers to select, and the increased breadth of coverage available. Also discussed are other considerations of which prospective insureds should be aware before purchasing these increasingly important policies for their transactions.
The seminal 'MFW' decision, in 2014, ushered in an era of even further expanded deference. MFW provides a pathway for early dismissal of challenges to M&A transactions under the business judgment rule standard of review even in the context of a transaction between a corporation and its controlling shareholder. Prior to 'MFW', the more stringent entire fairness standard of review has been applicable in this context.
Recently there has been an uptick in China targeted mergers and acquisitions using the formerly and again popular reverse-merger concept through special purpose acquisition companies (SPACs). This article examines some of the legal and regulatory issues, the structural characteristics of these transactions, and the relevant factors driving this recent trend.
In this article we will first explain the financial statement consolidation rules generally in connection with Minority Interest Acquisitions and propose potential solutions to balance minority equityholders rights and protections and an acquirer's ability to consolidate under the financial statement consolidation rules.
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