Legal

Americas

Goodwill Hunting: The Value, Protections and Role of Intangible Assets in M&A Transactions

We have previously discussed goodwill as a distinct asset in purchase agreements.  In this post, we explore the growing value of goodwill and other intangible assets in mergers and acquisitions (M&A) and the legal issues parties should consider when seeking to value, protect and exploit these assets. Intangible assets are often the most significant...

Digital Taxation – Novel Considerations in M&A Transactions

Digital taxes have become a subject of significant debate in recent years. Following allegations that tech giants have paid very little tax anywhere in the world, some countries have moved to impose new taxes on profits derived from digital services provided by multinational enterprises on a jurisdiction-specific basis. For instance, France recently...

Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction

On October 6, 2020, the Government of Ontario introduced Bill 213, Better for People, Smarter for Business Act, 2020 (“Bill 213”) to support the province’s economic recovery and reduce barriers to doing business in Ontario. If it passes, Bill 213 would bring important changes to the Ontario Business Corporations Act (“OBCA”) that, among other...

Post-Closing Adjustments

Previously, we wrote about the use of earn-outs as a means by which buyers mitigate the risk of a target’s post-closing under-performance by holding back part of the purchase price and paying it out as the target meets certain financial targets.  In this post, we examine a related topic that is often confused with earn-outs...… Continue reading The...

The Dynamic Duo: Cyber-security and Due Diligence during the COVID-19 Pandemic

The widespread impact of the COVID-19 pandemic (“pandemic”) continues to highlight the several ways in which M&A transactions have had to adapt to changing times, particularly by ramping up cyber-security measures in a digital world. Prior to the pandemic, there already existed a shift towards cyber-security due diligence since many businesses...

Asia Pacific

After Fintech, Singapore eyes Legaltech status

Singapore, a haven for disruptive fintech firms, is aiming to shake up Asia's legal sector next The Lion City will host Southeast Asia's first legaltech accelerator from April. The city-state's initiative aims to groom legaltech startups as well as incubate new business models or services conceived by law firms. Singapore's law academy has launched...

China updates New Industry Catalogue

PRC reduces regulatory procedures for foreign investments following its 2016 reforms. China creates a nationally applicable “negative list” for foreign investment, which opens up more industries for multi-national companies.Foreign Investments Filing Administrative Rules will be updated and published soon by the Ministry of Commerce to clarify...

Proposals to make free movement of data a principle of EU law expected this autumn

Ansip said proposed new EU legislation to tackle unnecessary restrictions on where data can be stored are likely to be published this autumn.The proposals will also look to make it easier for businesses to move their data between rival cloud providers and ensure that public sector bodies can access data held by authorities in another EU country to help...

New advertising standards in the UK to take tougher stance on gender stereotypes

The new standards will be drawn up by the Committee of Advertising Practice (CAP), according to a new report on gender stereotypes in advertising (64-page / 5.4MB PDF) published by the Advertising Standards Authority (ASA), the watchdog that oversees compliance with UK advertising rules.The CAP will also look to "clarify standards that reflect the ASA‘s...

UK government urged to avoid data transfers 'cliff edge' at point of Brexit

In a new report, a House of Lords committee warned that trade and security could be impacted if the flow of data is disrupted at the point of Brexit.To enable data to flow between the UK and EU post-Brexit, the EU Home Affairs Sub-Committee urged the UK government to seek a so-called 'adequacy' decision from the European Commission, which would recognise...

Europe

67% of law firms say skills shortages threaten growth

Despite the ongoing environment of geopolitical uncertainty, UK law firms remain optimistic about their growth prospects. That’s according to new research from specialist recruiter, Clayton Legal , which reveals that 66% of firms are looking to increase headcount over the next twelve months to contend with increased demand for their services. The...

Seedrs launches programme for financial intermediaries following record breaking Q3

The programme introduces wealthy individuals to early stage equity deals on Seedrs via their accountants, brokers and financial consultantsOver £3.6bn was invested into equity deals in the UK last year showing an increased appetite for startup investing45% of angels interviewed by the UKBAA about their early stage equity investments reported...

​Lamont Pridmore warn high earners about HMRC raids

Higher rate taxpayers have been warned by leading Cumbrian accountants Lamont Pridmore to be vigilant over their tax affairs.The warning comes after new data from HM Revenue & Customs (HMRC) shows that its Affluent Unit took an additional £438 million pounds of high earners.Off the back of this success the Unit, which investigates the tax affairs of...

A Legal Perspective on the Government’s Brexit White Paper

Following pressure from sections of Parliament and the public, Theresa May’s government has published a 77-page white paper document to set out a strategy for leaving the EU. But what does it add to what we already know? Stephen Chater, a solicitor at Postlethwate Solicitors, member firm of the UK200Group, explains.The UK200Group is the UK’s leading...

​32% law firms see private equity as a principal source of external funding

With growing competition from niche firms, law practices are actively seeking targeted acquisitions to scale-up in chosen disciplines.  32% see private equity as a principal source of external funding. Niche law firms seen as greatest source of competition. 59% of firms report a rise in competitive pressure. There is a sharp increase...

Mena

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Foresight makes MEIF investment into software-based franking alternative business Postworks Limited

Foresight Group LLP (“Foresight”) announces the investment into Postworks Limited (“Postworks” or the “Company”) on behalf of the Midlands Engine Investment Fund (“MEIF”). This mark’s Foresight’s third MEIF investment since its launch in February.   Postworks is an online franking company providing small and medium...

Cambodia: Protest Supports Villagers Challenging Foreign Forest Concession

[unable to retrieve full-text content]Foreign investments; Forests and timber; Judiciary; Minority rights; Natural resources - On September 22, 2015, a group of approximately 100 Cambodians from the Phnong ethnic group rallied to support five members of the group who were questioned in court and then released. The issues involved were...

European Union: Adoption of Decision to Relocate Asylum Seekers

[unable to retrieve full-text content]Asylum; Immigration; Refugees; Treaties and International Agreements/Refugees - On September 22, 2015, the EU Justice and Home Affairs Council adopted a proposal, introduced by the European Commission on September 9, 2015, in response to the unprecedented influx of migrants who have sought refuge...

Brazil: End of Age Limit for Assisted Fertilization

[unable to retrieve full-text content]Families ; Health; Pregnancy - On September 22, 2015, the Brazilian Federal Council of Medicine (Conselho Federal de Medicina, CFM), issued Resolution No. 2,121/2015 on, inter alia, eliminating the need by women over 50 years of age to obtain the consent... The Global Legal Monitor from the Law Library of Congress...

International

FinCEN and Federal Reserve Seek Comments on Proposed Amendments to the Recordkeeping and Travel Rules

On October 23, 2020, the Board of Governors of the Federal Reserve System (the ‘‘Board’’) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “Agencies”) issued a joint Notice of Proposed Rulemaking (“NPRM”) soliciting public comment on questions relating to potential amendments...

FinCEN Imposes First of its Kind Civil Penalty against Cryptocurrency Money Service Business

On October 19, 2020, the Financial Crimes Enforcement Network (FinCEN) released its assessment of a $60 million civil monetary penalty against the operator of two cryptocurrency “mixers” for violations of the Bank Secrecy Act (“BSA”).[1] The action marks the first effort by FinCEN to target the use of these “mixers” to facilitate money laundering...

DOJ Prioritizes Health Care Fraud in the Pandemic

The Department of Justice (“DOJ”) recently announced its largest ever health care fraud and opioid enforcement action.  In a coordinated effort, DOJ charged 345 defendants with more than $6 billion in fraud losses for submitting false and fraudulent claims to federal health care programs and private insurers. The nationwide enforcement operation...

4 Compliance Tips Amid Increased Ransomware Scrutiny

In light of two new US Treasury Department advisories signaling increased oversight of ransomware payments, victim companies and their third-party response teams considering making payments should follow certain due diligence and compliance best practices, write Colin Jennings, Ericka Johnson, Dylan Yépez and Elizabeth Weil Shaw in an article for Law360.…...

Cryptocurrency Exchange and its Executives Face Allegations of Failing to Maintain an Adequate AML Program

Two U.S. authorities recently announced actions against four individuals and numerous entities associated with BitMEX, an online trading platform for futures contracts and other derivative products tied to the value of cryptocurrencies.  Both actions allege that BitMEX failed to put in place required anti-money laundering programs and procedures, and...