All M&A articles
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ArticleThe ‘Weinstein Clause’: M&A deals in the #MeToo era
A CW analysis identified 15 M&A deals over the past eight months in which firms protected themselves in writing from sexual harassment allegations. Known as the “Weinstein Clause,” these protections still don't address the heart of the matter: corporate culture.
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Blog post
Irony, FCPA enforcement actions, and M&A
Boeing’s planned acquisition of Brazilian company Embraer’s commercial jet business and LyondellBassell’s possible acquisition of Brazilian entity Braskem highlights an ironic twist to the FCPA: An enforcement action could be so financially draining that your company is forced to sell all or parts of itself, but results from that same ...
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Blog post
Mergers and corporate culture
Big mergers are in the news, with the union of telecom giant AT&T and vast multimedia firm Time Warner and Comcast’s $65 billion bid for 21st Century Fox being just two examples. With the recent Justice Department emphasis on corporate culture, it will be interesting to see what this season ...
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Blog post
Pre-acquisition due diligence is critical in M&A work
Engaging in robust pre-acquisition due diligence can go a long way toward helping a company avoid FCPA liability, says The Man From FCPA.
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Article
In M&A, SEC hints at relief over accounting rule differences
M&A deals could become a little more complicated this year as a result of changes in accounting standards and complexity around what needs to be reported.
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Blog post
Post-acquisition integration under the FCPA
Companies should make sure they do three things in the M&A context, post-acquisition to ensure they don’t become entangled in an FCPA violation while attempting to expand.
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Blog post
Pre-acquisition due diligence in mergers and acquisitions
This list of pre-aquisition due diligence tasks in the face of mergers will help companies thwart legal and business risks to reputation and profitability.
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Blog post
Looking to buy? Be sure and complete your due diligence
Tom Fox explores a recent report on wealthy American businessmen attempting to purchase London soccer clubs for a weekend outing and their due diligence duties.
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Blog post
Rep. Cicilline shops for a hearing on Amazon’s Whole Foods buy
On the heels of “Prime Day,” Congressman David Cicilline (D-R.I.) is asking the House Judiciary Antitrust Sub-committee to hold a hearing on Amazon’s proposed $13.7 billion acquisition of Whole Foods.
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Blog post
Your business is being sold; what is your compliance response?
Tom Fox takes a closer look at the continuing saga of the 1 MDB scandal involving the Malaysian sovereign wealth fund and the need to have robust corporate compliance around all parties.
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Article
How two companies successfully merged their compliance functions
When Johnson Controls and Tyco merged in 2016 to form Johnson Controls International, the merged entity created a single compliance function that was greater than the sum of its parts.
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Blog post
Acquisitions, data privacy, and national security concerns
The attempted takeover of the U.S. company MoneyGram International Inc. by China-based Ant Financial Services raises regulatory concerns and questions.
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Blog post
Trump nominates M&A expert for Justice Department
President Trump has found his M&A guru and announced his intention to nominate Makan Delrahim to the Department of Justice. If confirmed, he will serve as an assistant attorney general in the Anti-Trust Division.
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Article
Before M&A, think cyber: what every board needs to know
Nothing can sideline a merger or acquisition quite so well as dodgy cyber-security compliance. Simone Petrella discusses what every board should know in advance.
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Blog post
Compliance lessons keep coming from HP/Autonomy deal
HP’s legendarily bungled acquisition of U.K. software company Autonomy continues to provide valuable compliance lessons as well as one heck of a corporate governance horror story. Tom Fox reports.
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Article
Compliance risks in M&A transactions
Image: 2015 was a record-breaking year for global mergers and acquisitions, but inherent in those deals are numerous compliance risks, such as potential Foreign Corrupt Practices Act violations and deal-breaking cultural clashes. Involving compliance personnel at the earliest stages of an M&A transaction can significantly reduce unforeseen liabilities. “You don’t ...
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Blog post
The Macro-Economic Trends Tearing Through Third-Party Risk
Image: Monday’s news of the merger between Pfizer and Allergan, one of the largest corporate deals ever, is the high-water market for a huge year of M&A activity. That M&A craze poses huge challenges to compliance officers for third-party risk, from IT systems to count third parties (harder than you ...
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Blog post
SEC Offers Proxy 'Unbundling' Guidance for M&A Deals
The Security and Exchange Commission’s Division of Corporation Finance has released new guidance, in the form of two Compliance and Disclosure Interpretations, concerning proxy bundling in the context of mergers and acquisitions. The Exchange Act requires proxies to clearly and impartially identify each “separate matter” to be acted upon, ...
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Article
How to Worry About M&A Accounting in This Year’s Audit
Image: Merger activity is booming this year. That means plenty of scrutiny from audit firms in the coming year-end audit, since the firms themselves are under PCAOB pressure to be more skeptical of fair value, provisional figures in financial statements, and the like—all crucial to accounting for M&A deals. “Audit ...
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Article
Planning Ahead to Manage M&A Due Diligence
Image: Lots of mergers look great on paper. In the real world, however, integrating corporate IT systems can not only be a headache for the IT department; core business functions can be compromised—including financial reporting or other tasks crucial to effective corporate compliance. “Smart companies are ready to start integrating ...
