Category Archives: Corporate Law

Lou Giampa – How Do I Talk To My Parents About Getting Help In Their Home

Our guest this week is Lou Giampa, President and Owner of Right at Home, a NYS Licensed Home Care Agency servicing Westchester County, NY.  Lou joins Bernie to discuss home health care, aging parents, and having the conversation with parents about getting help in the home... To continue reading this legal news please click Read full information...

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“Two’s company, three may be a crowd”: the importance of considering third-party beneficiaries

In a typical M&A transaction, the vendor and the purchaser are front and centre stage. The spotlight is focused on the parties to the transaction, the negotiations and “papering” the deal. However, together with their respective counsel, the vendor and purchaser must also consider the role of third-party beneficiaries. Who is a third-party beneficiary? To fully appreciate the importance of third-party beneficiary issues, it is necessary to understand how a third party can become a beneficiary in the first place. Many purchase and sale agreements contain representations and warranties that may be relied upon by persons who are not parties by definition, but nevertheless seek to benefit from the agreement. For instance, employees may attempt to benefit from a provision related to continued employment for the target company employees when such a provision is typically intended to benefit and be enforceable by the purchaser. On the flip side, a purchaser may want to….. To continue reading this legal news please click Read full information...

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Guest Post: 2017 Year in Review — Securities Litigation

This past year was an eventful one in the corporate and securities litigation arena. In the following guest post, Haynes and Boone, LLP Partners Dan Gold, Kit Addleman, Thad Behrens, Emily Westridge Black, Carrie Huff, Tim Newman, David Siegal, and Odean Volker take a look at the important securities litigation developments during 2017. This article was previously published as a Haynes and Boone client alert. I would like to thank the authors for their willingness to publish their memorandum on this site. I welcome guest post submissions from responsible authors on topics of interest to readers of this site. Please contact me directly if you are interested in submitting a guest post. Here is the authors’ guest post. ***************************************** Introduction 2017 was once again a busy year in the world of securities litigation. Federal securities class action filings hit record levels, even excluding the growing number of M&A cases that have migrated from….. To continue reading this legal news please click Read full information...

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2018 merger review thresholds for Competition Act and Investment Canada Act

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2018. Competition Act Canada uses a two-part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size of the parties and the size of the transaction. The transaction size component can be adjusted annually for inflation. Under the size of the parties test, the parties, together with their affiliates, must have aggregate assets in Canada or annual gross revenues from sales in, from or into Canada, in excess of C$400 million. Under the size of transaction test, the value of the assets in Canada or the annual gross revenue from sales (generated from those assets) in or from Canada of the target operating business and, if applicable, its subsidiaries, must be greater than C$92 million. The 2017 transaction….. To continue reading this legal news please click Read full information...

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Top M&A attractions in 2018: technology assets and international markets

According to Deloitte’s latest M&A trends report, corporations and private equity (PE) firms expect to see an acceleration of M&A activity in 2018, both in volume and size of deals, and with particular interest in technology assets and international markets. Key Findings After surveying more than 1,000 executives at corporations and PE firms on their views and expectations for 2018, Deloitte provides some insightful findings. Technology acquisitions now rank #1 as a strategic driver for M&A deals 20% of those surveyed cite the acquisition of technology assets as the principal reason behind deals, which surpasses deals to expand customer bases in existing markets.  Further, if you combine deals made to advance digital strategy with acquisition of technology assets, then this would account for about a third of all deals being pursued. Deals are working better The majority of companies and PE firms appear to be getting better at making deals….. To continue reading this legal news please click Read full information...

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