All M&A articles

  • weinstein
    Article

    The ‘Weinstein Clause’: M&A deals in the #MeToo era

    2018-10-12T13:45:00Z

    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.

  • Blog post

    Irony, FCPA enforcement actions, and M&A

    2018-07-09T11:30:00Z

    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 ...

  • Blog post

    Mergers and corporate culture

    2018-06-18T12:30:00Z

    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 ...

  • Blog post

    Pre-acquisition due diligence is critical in M&A work

    2018-04-04T10:00:00Z

    Engaging in robust pre-acquisition due diligence can go a long way toward helping a company avoid FCPA liability, says The Man From FCPA.

  • Article

    In M&A, SEC hints at relief over accounting rule differences

    2018-02-27T14:00:00Z

    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.

  • Blog post

    Post-acquisition integration under the FCPA

    2017-10-24T09:15:00Z

    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.

  • Blog post

    Pre-acquisition due diligence in mergers and acquisitions

    2017-10-24T09:00:00Z

    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.

  • Blog post

    Looking to buy? Be sure and complete your due diligence

    2017-08-13T15:30:00Z

    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.

  • Blog post

    Rep. Cicilline shops for a hearing on Amazon’s Whole Foods buy

    2017-07-19T01:30:00Z

    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.

  • Blog post

    Your business is being sold; what is your compliance response?

    2017-06-19T13:00:00Z

    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.

  • chesspiecesmerged
    Article

    How two companies successfully merged their compliance functions

    2017-05-31T09:30:00Z

    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.

  • Blog post

    Acquisitions, data privacy, and national security concerns

    2017-04-06T11:45:00Z

    The attempted takeover of the U.S. company MoneyGram International Inc. by China-based Ant Financial Services raises regulatory concerns and questions.

  • Blog post

    Trump nominates M&A expert for Justice Department

    2017-03-29T11:30:00Z

    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.

  • Article

    Before M&A, think cyber: what every board needs to know

    2016-12-13T14:15:00Z

    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.

  • Blog post

    Compliance lessons keep coming from HP/Autonomy deal

    2016-09-06T08:30:00Z

    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.

  • Article

    Compliance risks in M&A transactions

    2016-03-22T13:45:00Z

    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 ...

  • Blog post

    The Macro-Economic Trends Tearing Through Third-Party Risk

    2015-11-23T10:30:00Z

    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 ...

  • Blog post

    SEC Offers Proxy 'Unbundling' Guidance for M&A Deals

    2015-10-27T16:15:00Z

    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, ...

  • Article

    How to Worry About M&A Accounting in This Year’s Audit

    2015-10-27T14:00:00Z

    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 ...

  • Article

    Planning Ahead to Manage M&A Due Diligence

    2015-02-03T11:45:00Z

    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 ...