Monthly Archives: May 2014

Slowing Down M&A Inversions

In recent weeks, Michigan Democratic Senator Carl Levin proposed the Stop Corporate Inversions Act, otherwise known as the “Levin Bill.” In a prior post, we discussed the strategy of inversions used by corporations to avoid certain liabilities, particularly tax liabilities. Inversions involve the reincorporation of a company under the laws of a foreign country. By

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How to Navigate CalOPPA

The State of California in the last year made updates to the California Online Privacy Protection Act (CalOPPA). The law was originally passed back in 2003 as the first of its kind nationwide. It mandates that all businesses that collect personally identifiable information from California residents browsing their commercial websites put up a privacy policy to

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Saying a Big ‘No’ To Excessive Corporate Salaries

In an interesting turn of events this past week, more than 75% of shareholders of the famed Chipotle Mexican Grill cast their vote to reject the company’s proposed compensation plans for its executives. As the New York Times reports, Chipotle co-chief executive officers have earned more than $300 million combined in the past few years. According

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Squeeze Outs in M&A

In a merger or acquisition, a strategy sometimes used by one entity to acquire the full control of another is called a “squeeze out.” In a squeeze out, a shareholder or group of shareholders that hold the majority equity in a corporation acquire the remaining shares from the minority shareholder or shareholders by making certain

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No-Poach Agreements Are No-No’s

Non-Compete clauses in employment agreements are very common provisions that regulate the behavior of an employee after they leave employment. Non-competes will typically restrict employees from going to competitors, or engaging in business with the specialized knowledge required while at their former employer. Such agreements can both carry time limits on that restriction, as well

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Ticking Fees in M&A Deals

In prior blogs, we discussed the use of termination fees or breakup fees, as well as reverse termination/breakup fees in corporate transactions. These fees are used for different reasons and in different ways, with risk being allocated toward a particular party in the deal to cover the possibility they may find another partner, or may

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Continuing Controversy Over Executive Pay

Executive compensation has been a hot topic in recent years due to the collapse of the financial system under the watch of some very highly paid management personnel. An angered public has demanded that executive compensation should be reined in, in light of the failures of executives at big banks and other behemoth corporations that

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Tax Inversions Through M&A

In the area of mergers and acquisitions, many of the deals and transactions focus on the exchange of assets, the valuation of a company, premium paid on buying out the stock of shareholders dissenting on the sale of a public company, and many other issues. There are also tax implications that come along with a

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