Selling the Family Jewels: NY Times, AIG, and Sale-Leasebacks
Selling the family jewel real estate holding is something that companies are confronting in these cash-starved times – and sale-leaseback transactions are a vehicle of choice.  Giants like the New York Times Co., HSBC, and AIG, tottering under the combined weight of ... Read more

Financial M&A, Beware: RBS's Shakespearean Tragedy
M&A drama is on the rise, with battles underway over the troubled acquisition of ABN AMRO by Royal Bank of Scotland (RBS). Reaching near-Shakespearean levels, this plot is filled with stories of hostility, arrogance and greed, along with colorful characters like “Fred the Shred” (so dubbed by Fleet Street). Its legal themes include... Read more

Healthcare Risks: Turning Green from Illness...or Lucre
Healthcare costs and reforms are making some companies turn green – at times from queasiness, but at other times from lucre. Healthcare ferment just restarted its bubbling with the passage of a new law under the cloak of the recently-passed Obama stimulus package. This compounds an already-busy interaction among regulators, shareholders and business... Read more

10-K Hot Topic: Protectionism
Protection of American markets for labor, goods and services is increasingly an issue for global companies, as the U.S. government seeks to support American business interests.  Recently entering the spotlight, the final version of the American Recovery and Reinvestment Act (ARRA) contained a “buy American” provision mandating that all of the iron, steel and manufactured products used in ARRA-funded building and public works projects be produced in the United States.  Beyond ARRA, protective regulations come in many flavors and sizes, including...  Read more

Trendspotting: Carbon Emissions, Hostile Transactions, and other Top Trends
Making Green Off of the Green Movement
Finger Pointing at Bank of America
Another Takeover Defense – Standstill Agreements
Issuing Debt to Reduce Debt
Ultimate Shareholder Activism – Derivative Actions Read more

Please CONTACT US with questions, comments or to suggest a story idea.

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Toxic Assets, Antidote: $500 Bn Opportunity
Toxic assets are about to be given a $500 billion antidote, though one that may cause painful side effects.  Once it goes live following its comment period, the government’s new toxic asset program seems set to be a boon for investors…and riding shotgun with them are the taxpayers as co-investors and lawyers and other professionals as trusted advisors...Read more

Change of Control Clauses: Cat and Mouse...and Courts
Creditors are trying to exert ever more control using Change of Control clauses – to very mixed success. A cat-and-mouse is at play: While creditors attempt different definitions and place them in broader sets of documents, courts are not always amenable to this breadth. Clever structuring is used...Read more

Pension Fund Investors: Not Passive, But Aggressive
Pension funds, as investors, have long trended toward passivity – but aggressiveness is increasingly their hallmark. In a recent raft of proxy proposals and litigations, pensions have emerged from the background. No longer the quiet shareholder, they… Read more

AIG We're NOT: Bonus Disclosures by Others
According to a statement by New York Attorney General Andrew Cuomo, several AIG employees agreed to return approximately $50 million in bonus payments.  This announcement seems to have quieted the AIG bonus furor for the time being. Meanwhile, the U.S. Senate appears to be taking a slower approach… Read more

Big M&A: BAA on Runway, but Credit Headwinds?
M&A in the U.K. just got a major boost, with the mandate to sell major British airports issued by U.K. competition authorities. Sure to influence this transaction are global credit markets, which continue to leave a strong imprint on the shape of M&A in the U.K. and beyond. Look no further than... Read more

Proxy Topic Box: Say on Pay
The “say-on-pay” vote – a nonbinding shareholder advisory vote on executive compensation – is a hot topic again this proxy season as investors are becoming increasingly concerned with holding executives responsible for their performance.  The passage of the Troubled Asset Relief Program (TARP) and the American Recovery and Reinvestment Act of 2009 (ARRA) have made say on pay proposals even more interesting...  Read more

Significant Events: From Bankruptcy to Public Debt Offerings 
Bankruptcy had another big week with yet more casinos, chemical producers, and commodities manufactures falling into insolvency.  There was, however, also an uptick in exchange offers and an impressive surge in M&A activity. M&A was helped along in no small part by... Read more

Please CONTACT US with questions, comments or to suggest a story idea.

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Proxy Battles: The Ultimate Anti-Takeover Weapon
Forget poison pills and golden parachutes – it’s starting to seem that the best form of anti-takeover protection may be the change of control provisions that tend to accompany (over-)leverage.  Look no further than several proxy battles, currently underway, to recognize their importance.  The hostile acquirors in each may have figured out… Read more

Cutting the Perks: Execs Lose Jets, JetCo's Lose Execs
Now that annual disclosure season has arrived, shareholders and the general public are chomping at the bit to know exactly what perks executives are receiving.  Amid the corporate downturn, many executives can only long for the glory days when personal assistants and luxurious limousines were the norm. Even though some executives still enjoy… Read more

Hedge Funds and Regulation: Try Not to Topple
The regulatory and economic grounds are shifting on hedge funds.  Those that are not toppling on their own are being toppled by regulators or are beginning to plan for adjustments.  With the Brave New Regulatory World as yet unclear, what is clear is that both regulators and investors have less stomach for... Read more

10-K Topic Box: Unresolved SEC Staff Comments
As companies are busy filing their annual reports, they are charged with the additional requirement of disclosing unresolved SEC staff comments. Staff comments (including those of the unresolved variety) often relate a company’s financial condition, accounting issues and proxy statements, among other issues.  Under SEC rules... Read more

Trendspotting: TALF Securitization, Gold Deals and Other Trends
TALF Gains Momentum:  Automakers Quick to Join the Bandwagon
Seeking Security in Gold
Additional CDS Central Counterparty:  The SEC’s Push Toward Transparency
Creative Financing:  Forbearance Leading the Way
Bylaw Amendments:  Growth Leads to Additional Board Members Read more

Please CONTACT US with questions, comments or to suggest a story idea.

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

The Notorious A.I.G.: Preserve the Law, While Clawing the Money
With AIG’s blush-inducing announcements this weekend, hackles are raised and chokehold government steps threaten.  After the company simultaneously disclosed both egregious compensation packages and staggering sums in collateral payments, counterparty risk and the need for due diligence have new meaning.  Reported as separate issues, compensation and collateral payments are anything but.  They are joined together not only by the stimulus of public ire, but also by a more fundamental legal interplay, which raises issues from fraudulent conveyance to fiduciary duty to failure to regulate.  As if AIG alone wasn't big enough, the issues at play are even bigger -- sweeping in a broad range of both companies and their legal underpinnings. Read more

Bankruptcy Risk: DIP Lenders Squash Others
As if bankruptcy wasn’t tough enough, it now seems that the days when management teams and senior lenders could sit down and civilly hammer out reorganizations are over. Companies’ existing credit structures and the general lack of credit are driving the terms of debtor-in-possession (DIP) financings.  DIPs are allowing some lenders to move up in capital structure at the expense of others. Bankruptcies involving companies taken over in leveraged buyouts by private equity (PE) funds during the boom, like Lyondell and Aleris, are proving to be particularly acrimonious. Meanwhile, the appearance of distressed investors, like those at Chesapeake, can greatly complicate the already complicated bankruptcy process. Overall, today’s DIPs and the claimant leapfrog games they spawn are transforming the bankruptcy process into a more adversarial and litigious forum and altering the distressed investment landscape.  Read more

10-K Must Have: Joint Venture Disclosures
Are we starting to see a mutual admiration society or is it a passing fad?  Recent market volatility has led companies to form joint ventures, which allows them to mitigate exposure to some risks, yet avoid any change in ownership that would occur with a merger or acquisition.  These strategies are not without risk, however, as joint ventures can be costly to implement or end up knocking a company flat on its face should the partnership fail.  The presence of cultural differences, opposing objectives, and a sense of “too many cooks” can all end up disjointing an otherwise healthy relationship. Read more

Short Sellers Beware: Disclose, Uptick or Both
Is the price-depressing impact of short selling rearing its ugly head again? With all of the regulatory buzz now surrounding this area, you might believe so. Equity markets are still depressed, some believe by aggressive short sellers, so it is no surprise that circuit breakers and short position disclosures are breathing new regulatory life. Each is under active consideration by the Financial Services Authority (FSA) and Securities and Exchange Commission (SEC). Regulators have a tough balancing act, however. They are recovering from their rushed short selling bans in the darkest days of 2008, while trying to prevent further share swoons, and balancing this concern with the health of hedge funds and other key buy side investors.  Read more

Shareholder Voting: Anonymous No More, SEC and NYSE
Voting rights burn brightly as any issue during all shareholder meeting seasons, and this season they’re brighter than ever. With concerns ranging from empty voting by funds to new NYSE rules proposed as to broker voting, an uncertain season is about to commence.  Along with that uncertainty, though, it is certain that fundamental changes are underway to shareholder voting, offering a promise of improved corporate governance. Read more

Proxy Hot Topic: Golden Parachutes
The departure of a number of high profile executives last year brought the issue of golden parachutes – lucrative benefits given to departing employees – back into the spotlight as yet another controversial form of executive compensation.  Supporters of this form of compensation argue that it helps protect employees from arbitrary dismissal, discourages takeover attempts, and aids in executive retention efforts.  Golden parachute critics, however, point out that these benefits are often guaranteed in executive contracts without regard for the reason for the employee’s departure, essentially create a reward for poor performance, compensate already over-compensated executives, and don’t serve as deterrence for unsolicited takeovers at all.  Shareholders are speaking out against these in proxy proposals this season, and even the government took aim when it limited golden parachute compensation through the Emergency Economic Stabilization Act (EESA).  We at Westlaw Business recognize that golden parachutes are a hot proxy topic this year and have gathered some materials to assist you as you prepare for this year’s proxy season. Read more

Significant Events: From Restructurings to Securities Offerings
Financial distress is leading to a deluge of restructuring activity and bankruptcy filings. Big pharmaceutical M&A is still in vogue. Energy and pharma M&A also made notable showings. Meanwhile, the new regulatory environment is continuing to unfold through a combination of settlements and actions from the SEC. See our Related Resources for more on the restructuring events, M&A transactions, offerings, and regulations defining today’s business law environment. Read more

Please CONTACT US with questions, comments or to suggest a story idea.

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

TALF, Beware: MBIA and Ghosts of Securitizations Past
The government is looking to jump-start the securitization market through its Term Asset-Backed Securities Loan Facility (TALF) and has some funds and other investors positively gleeful at the promised benefits. Beware one and all -- the ghost of securitizations-past still hangs over, and current litigations are living proof. In particular, underlying asset originators and credit enhancement firms must be careful about their roles.  TALF may not solve all of their ills. Furthermore, with the just-announced lawsuit against MBIA's securitization-driven restructuring, it's clear that the hot-seat role of credit enhancer has become even hotter. Read more

Financial Meltdown, Meet Global Regulation: Sans-Bernanke's Brave New World
The market should be "very frightened" of its newly re-charged regulators, to judge from this week’s policy speeches by the heads of both the U.K.’s Financial Services Authority (FSA) and the U.S. Federal Reserve. Faced with a collection of bogeymen, ranging from credit rating agencies (CRAs) to hedge funds, and facilitated by devices like securitization and credit default swaps (CDS), both the U.S. and U.K. are trying to recover from a near-meltdown propelled by a startling collection of failures. Determined to put into place the overall systemic regulations, top regulators are determined to prevent a recurrence. To this end, this week, Hector Sans, CEO of the FSA, and Ben Bernanke, Chairman of the U.S. Federal Reserve, have made groundbreaking policy speeches that boil down to the following: Simultaneous financial meltdown meets ironclad, harmonized financial regulation. Read more

Big M&A: Outs are In, Merck and Genentech
Flexibility is the new black in M&A and everyone is looking to don it.  Ensuring maximum wiggle room, even after reaching “firm” agreement to terms, companies of different stripes have reached major M&A deals in recent days. Concluding that the M&A market is firmed up may be premature, as “outs” of different sorts, financing and fiduciary among others, are at the core of recently announced agreements. With the lessons of the now-settled Dow-Rohm acquisition/litigation/acquisition, companies are looking to structure deals to account for the burdensome conditions of the current economy. Read more

Capital Markets Revive: Springtime (for Some), Post-10K
Something all too rare happened last week – and we’re not talking about annual 10-K filings. Rather, long-sought but sadly rare in our time, there were upticks in both offering registrations and M&A. Stranger still – the U.S. government wasn’t behind (most of) it, nor was it concentrated in the financial or pharmaceutical sectors. 10-K filing season may signal the start of a spring-like thaw in more ways than one. Read more

10-K Must Have: Commodities Volatility
Over the past year, violently whipsawing prices have made it clear that there is a lot of risk surrounding commodities. Almost all companies rely on some sort of commodity input for their value chains. The range of commodity uses is staggering – everyone from automakers (needing metals), to packaging companies (requiring chemicals), to delivery services (using oil products) relies on them.  As a result, this 10-K season, filers need to meticulously disclose the risks they face arising from the prices of commodities. To this end, we at Westlaw Business have compiled a list of resources to assist you as you prepare your 2009 10-Ks. Read more

Trendspotting: Debt Issuance, E-Proxies and Other Top Trends
The SEC’s Rush to Regulate – Credit Rating Agencies and CDS Central Counterparties
Amended Bylaws – Electronic Shareholder Notices
Healthcare Consolidation – A Boon to Executives
Unfreezing Debt Markets:  Natural Resource Companies
Silicon Valley is Under Water  Read more

Please CONTACT US with questions, comments or to suggest a story idea

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Law Firms, Opportunity: TALF is a Many Splendored Thing Too
Has the government handed over a pot of gold in its quest to revive the financing markets?  The Term Asset-Backed Lending Facility (TALF) program may be just that for the financial institutions and funds that play in the market, and for the law firms and accounting firms that advise them.  Last week, the Fed detailed its TALF program, intended to facilitate the issuance of asset-backed securities (ABS). The broad goal of the program is to jump start at least one component of the flailing credit markets.  If the FDIC’s Temporary Liquidity Guarantee Program is any indication, government-guaranteed debt may prove a successful driver of financing. Regardless of the ultimate success of this effort, the program comes replete with reporting and disclosure requirements and restrictions that will create new opportunities for a variety of professionals.  In the coming months, attorneys, accountants and other professionals should pay particular attention to TALF as a source of opportunity – and possible liability for the less-than-diligent. Read more

Merck's M&A: TARP, Giant Pharma Thanks You
Big pharma just keeps getting bigger and bigger. “Patent cliffs” (read: revenue-starved development pipelines) and synergies (read: layoffs) continue to spur major industry deals. The most recent is the $41.1 billion merger of Merck and Schering-Plough, which was announced this week. Roche’s pursuit of Genentech is also heating up with an increased offer and reports of friendly negotiations. Not to be forgotten, there was also the $68 billion tie-up of Pfizer-Wyeth in January.  Still, the shadow of the credit crisis looms large in all deals, especially the mammoth ones we are talking about here, and financing continues to be a major concern. Read more

10-K Concerns: Late Filings, Going Concern and Other Bad News
With 10-K season now raging, it’s not surprising to see that the credit freeze has produced some 10-K gloom. What is actually surprising is the number of companies that are taking extra time to get a handle on their liquidity situation or work through their accounting before filing. Worse still, some companies seem to be doing a little early-spring balance sheet cleaning in hopes of avoiding a going concern warning. By comparison, reduced earnings, downbeat growth projections, and even industry-wide distress look positively rosy to other filers who simply want to get this information out the door as soon as possible. Read more

U.K. Rights Offerings: Bells and Whistles Needed
Are UK rights issues growing not only in frequency but complexity? Observers may be forgiven for answering both affirmatively. There has been a veritable plethora of recently announced rights issues, leading investors and analysts alike to question just how much more the market can bear. Even if the market can bear more offerings, more bells and whistles are the order of the day, to judge from two recently announced issues, those by Wolseley PLC and Premier Foods PLC.  As other cash-hungry companies consider how to turn to the capital markets for financing, even the larger offerors must consider how much to dress their offerings up to attract investor attention all while respecting the pre-emptive rights enjoyed by their current shareholders. Read more

Debt Exchange Offers: Ford (and Others) Done with Debt?
Debt reduction is the order of the day, and companies are doing whatever it takes to get these done.  Motivated by forces ranging from government demands relating to the Troubled Asset relief Program  (TARP) to undoing survival-threatening debt, companies from Ford to Harrah’s are now chancing the debt markets in the hopes of undoing heavy debt loads.  To do so, they are adopting different methods, ranging from debt conversions to debt exchange offers. At the same time, these companies must also be careful to avoid legal traps surrounding debt offers, not the least of which include inequitable subordination claims by creditors moved down the capital structure pile and breach of indenture claims. Read more

Proxy Hot Topic: Golden Coffins
Executive death benefits, known as “golden coffins”, are gearing up to be one of the hottest proxy topics this season.  Several prominent companies have already received proposals about them, and there may be more to come.  Critical investors see these death benefits as the ultimate form of compensation not based on performance.  Many companies, however, argue that executive compensation in any form, even golden coffins, falls within the purview of the board and that such compensation is vital to the board’s ability to attract and retain qualified senior executives.  We at Westlaw Business have gathered some resources to assist you as you prepare to address the issue of golden coffins during this year’s proxy season. Read more

Significant Events Briefing: From Restructuring to Regulation
Financial distress is leading to a deluge of restructuring activity and bankruptcy filings. Big pharmaceutical M&A is in vogue. Energy and technology M&A also put in extremely strong showings. The new regulatory environment is also unfolding through a combination of settlements and new rules from the SEC and FINRA. See our Related Resources for more on the restructuring events, M&A transactions, offerings, and regulations defining today’s business law environment.  Read more

Please CONTACT US with questions, comments or to suggest a story idea

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Shine Light on Dark Pools: Avoid the Next Financial Mess
Does an unregulated and shadowy market, laden with systemic risk and vulnerable to counterparty default, sound familiar?  It may, drawing on the waves of debacle that crashed down on the financial system in the fall of 2008.  While regulatory minds remain focused on secretive hedge funds and under-regulated credit default swaps (CDS), they should be thinking about another such area too: “dark pools.”  When a financial market involving all major institutions has as its principal selling point its lack of transparency and regulation, legal and regulatory antenna should start buzzing. Read more

Backdating is Back: The SEC is Watching
Just when you thought it was safe, stock option scandals are back in the spotlight. While actual occurrences of option backdating are still few, charges and enforcement actions against former and current executives have started to pop up again. Officers from public companies have been recently charged by the SEC with backdating options.  Even though the biggest scandals broke earlier, latent concerns about backdating remain throughout the market, and companies and regulators are still buzzing about it. Read more

Incredibly Shrinking Boards: Can Governance Get Cut?
Are incredibly shrinking boards the latest casualties in our era of dividend cuts, salary caps and workforce reduction?  Though they have positive expense ramifications, these cuts are not to be made lightly.  In an evolving trend, they are joined by still other board cuts that companies are not driving.  Some board members are departing, seemingly intent on reducing their risks or simply the exhaustion ensuing from our risk-filled era.  Together, a range of governance concerns results, with critical implications to companies in this hazardous time. Read more

Related Topic: Board Size in the U.K.
Companies in the U.K., like their American counterparts, are considering reductions in the size of their boards as a cost cutting measure. Disclosures in the listings of the Financial Services Authority in the United Kingdom, indicate that not only are firms engaging in this for purely economic considerations but are also reducing the size of their boards as a means of operating more nimbly. The Combined Code on Corporate Governance sets out that boards should not be so large as to be “unwieldy,” while firms aim to comply with these corporate governance standards they must assess whether the effectiveness of the board is compromised by its size. For a discussion of the reductions in board sizes of U.S. companies please see, Incredibly Shrinking Boards: Can Governance Get Cut?  Read more

Corporate Disclosure: To Blog or Not to Blog?
To blog or not to blog? That is the question facing many corporate executives today.  Blogs are just the tip of the iceberg though. As we become an increasingly web-centric society, investors appreciate – and in some cases expect – convenient forms of web-based disclosure.  Many companies have responded to investor demands for information by endorsing corporate blogs and creating investor relations sections of their websites, both of which tread in the murky waters of informal disclosures.  Even the SEC seems to be jumping on board with some forms of web-based disclosure by issuing rules and guidance intended to recognize new media disclosures while keeping them in check.  Now that the SEC is merging formal disclosure with informal routes of the web, what’s next? Read more

10-K Hot Topic: Off-Balance Sheet Transactions
Off-balance sheet arrangements are one of the original culprits of the credit crisis, but they are by no means purely a bank issue. Financial services companies’ losses mushroomed as they were forced, possibly for reputational reasons, to stand behind thinly capitalized off-balance sheet entities. This 10-K season, financial services companies should disclose their structured investment vehicle (SIV is Wall Street jargon for an off-balance sheet arrangement) activities and the associated risks much more thoroughly. All companies should also provide much more thorough disclosure of any off-balance sheet arrangements and any liabilities that could arise from these structures. We at Westlaw Business have compiled a list of resources to assist you as you prepare your 2009 10-Ks.  Read more

Trendspotting: Great Depressions, Contingent Rights and other Top Trends
Back to the Great Depression
Deal Savers:  Contingent Rights Agreement
Director Nominees:  Time for a Change?
Rocky Roads for Retail
Forbearance:  When Creditors get Creative  Read more

Please CONTACT US with questions, comments or to suggest a story idea.

To login go to westlawbusiness.com

If you prefer not to receive this, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Axis of Financial Evil: Fraud's Many Flavors
A bewildering array of financial fraud of all flavors has been revealed in recent months and an axis of financial evil has emerged.  With the ardor of a “Law and Order” detective, we at Westlaw Business thought it helpful to sort the different forms of financial mayhem.  Our goal: to better understand the (alleged) crimes, their perpetrators and likely directions going forward for both regulation and enforcement.  This analysis is telling, as new regulatory and enforcement zeal, with a budget to match, are being advocated by both President Obama and SEC Chairwoman Schapiro.  Read more

UK Banks: Backstopping RBS--Third Time's a Charm?
Between the revolving door of penury-claiming banks and the head spinning sums being allocated, seemingly weekly, to leading U.K. financial players, one could be forgiven the sense of vertigo. Now in its third round of Royal Bank of Scotland (RBS) rescue, Her Majesty's (HM) Treasury and the Financial Services Authority (FSA) are hopeful that this “third time is the charm.” Of course, in this the U.K. is not alone. A regulatory and financial football match is underway with equally generous healers of the U.S. government and their latest ward, Citigroup. Playing from the same regulatory playbooks, albeit in a different order, the two governments have set themselves up to be both significant regulators and overwhelming owners. The impact, thus far, has been to dilute shareholders, protect creditors and salvage the financial system. What remains to be seen is whether this suffices.  Read more

Energy M&A: Green Winds are Blowing
Energy markets: Start practicing your foreign languages. Consolidation underway sees national boundaries as a mere inconvenience, dwarfed by tough financing markets and over-regulation.  However, regulatory winds blow in multiple directions, seeking to advance policy goals as varied as energy markets that are both green and un-bundled (more on both of these points below).  The M&A markets are taking the hint, with a raft of green-focused energy M&A deals, most recently the north European link up between Vattenhallen and Nuon. With the Obama Administration using both its budget and the American Recovery and Reinvestment Act (ARRA) to shape-shift the energy industry, the U.S. is looking to play fast catch-up. Read more

Stimulus Dollar Disclosures: ARRA and TARP, a 10-K Must Have
With the late-breaking news of the stimulus package passed on Feb. 17, filers may want to hold off pushing the “file now” button.  A $787 billion significant development has just transpired that may bear thought…or even disclosure as companies consider their final 10-K preparations. While the President’s stimulus plan has now been signed into law as American Recovery and Reinvestment Act of 2009 (ARRA), the unknown effects of the huge cash injection may still bring concern.  Companies are starting to adopt the lottery player’s mentality of “if I win, I’d do this and that,” even though the money has not yet been distributed. Read more

Significant Events Briefing: From Bankruptcies through Rights Offerings
Financial distress continues to play out in markets around the globe. Government intervention (or “semi-nationalization” -- take your pick) continues to unfold in the market, particularly in halls of Washington and Westminster. The week saw the U.S. and U.K. records for quarterly loses adjusted to the upside and the largest rights offering ever. However, not everything is doom and gloom. The week also saw a noticeable uptick in M&A and a spattering of bankruptcy asset sales, and showed that government intervention can create pretty good workflow for legal professionals. For more on each of the events shaping today’s business law environment, please follow the Related Resources. Read more

10-K Topic Box: Investment Market Times are Tough
Financing and investment markets are working through one of the most jarring cycles since the 1930s. The readjustments playing out across financial markets are causing companies to rethink their filing strategies. This year’s 10-Ks should focus on the risks and difficulties of securing debt financing from public and private markets, equity markets, and the risks that the economic downturn presents to investment portfolios. We at Westlaw Business have compiled a list of resources that may assist you as you prepare your 2009 10-Ks. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

UBS: Banking's Secret no More
A massive tax scandal, an IRS investigation and pursuit by multiple government agencies is creating quite a maelstrom for UBS and tarring its once pristine brand.  Its money-fueled, transnational world, filled with tax-dodging-wealthy-characters gives the entire saga a James Bond air.  At the same time, the episode portends yet another set of banking and possible tax law changes. Read more

Activism and Declassification: Lowering the Drawbridge, a Proxy Must Have
Are boardrooms suddenly thrown open to new board slates, removing current boards? With declassification on the tip of so many tongues, you might think so.  Motivated by under-performing businesses, under-water stock prices and over-protected boards, demand for board declassification has grown.  Surprisingly, the boards themselves seem quite willing to go along with the move, claiming to be singing from the good governance songsheet.  In truth, these moves may be intended to ease the way for premium-paying acquirors or operations-improving activist shareholders. Regardless, companies entering this year’s proxy season should consider this dynamic and their role in it. Read more

Prepack Bankruptcy: Avoid Chapter 11's Casino
Prepackaged bankruptcy can sound mighty attractive in our financing-constrained age with few willingly venturing into the casino that is the bankruptcy process.  Faced in bankruptcy’s bluff-filled world with much to lose and little cash to survive, a pre-packaged bankruptcy sounds startlingly attractive.  Legal issues shape the entire process starting with the impact of the 2005 bankruptcy reforms and continuing through predictable claims of duties breached and rights trampled.  While this may sound upsetting, it’s better than the alternative. For reasons relating to capital structure, operations and legalities, it is not open to all. The unlucky ones proceed into the contentious bankruptcy processes. Read more

Rise in UK Bankruptcies: Related Topic Box
As in the United States, the economic crisis in the United Kingdom has created severe distress for companies and forced some to make difficult decisions. These decisions include the possibility of bankruptcy. In the U.K., this can take various forms: (1) “administration,” somewhat akin to Chapter 11 in the U.S., (2) winding up of the company through liquidation, or (3) voluntary member liquidation, as in the recent case of Danka Business Systems (which entered voluntary liquidation following the sale of its primary operating business). The members’ voluntary liquidation is done outside of the insolvency process but may be sought out as companies are forced into asset sales. The U.K. has also seen an increase in the number of pre-packaged administrations. Likewise, prepackaged bankruptcies are appearing more often in the U.S. Read more

Governance Risks: Board Committees and their Over-Full Plates
It’s a wonder that board members don’t resign their positions en masse. Boards, and the committees that make them up, are facing unprecedented challenges this year and governance has seldom been tougher.  From a legal perspective, these issues range from additional TARP-driven certifications, to cross-board limitations, to executive compensation and stability.  Financial concerns include the needs to sign off on the certainty of key numbers, despite our uncertain times. Suffice it to say that their plates are more than full.  As if that list wasn’t scary enough, the threat of litigation pervades all, as similarly-themed litigations have already been brought. Read more

Trendspotting: Son of TARP, Capital Restructuring and other Top Trends
Stressed Capital Markets -- Fresh Medicine Coming Your Way
Governance Standards:  Majority Voting Amendments
Restricted Stock Units:  The Non-Option Option
Restructuring Capital Structures:  Intercreditor Agreements
Hostile Back and Forth:  Tag, You’re It
Shuffling Executives and Board Repositioning  Read more

Related Party Transactions: 10K Topic Box
As part of the fallout of the market crisis, shareholders and regulators are scrutinizing corporate transactions checking to see if blame can be placed for a company’s woes.  Consequently, related-party transactions, which some may have once deemed to be normal business practice, are now inherently suspect. Doing business with related parties takes various forms ranging from M&A through ordinary  business practices, like insurance and office leases. It also leads companies to put in place protocols for what is permissible and how that is disclosed. In the interest of full disclosure, companies should seek out and disclose any and all related-party transactions and their company policies about such operations.  To this end, we at Westlaw Business have compiled a list of resources to assist you as you prepare your 2009 10-Ks.  Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Debt Exchange Offers: GM and Others Join the Rage
Are debt exchanges really the path to salvation for companies with too much leverage, on all (or many) of the wrong terms, to boot?  Just as leveraging (or over-leveraging) a company’s capital structure was all the rage during the “golden” days of private equity-led leveraged buyouts, de-leveraging through debt exchanges is in vogue today.  The newest members of the attempted-debt-exchange club are GM and Chrysler, which recently submitted reorganization plans both call for massive out of court debt reductions.  However, they are not alone – they join an eminent list, some more successful than others, including golden-era golden children Harrah’s, GMAC and Realogy, to name a few. With debt exchanges proving harder to complete, for reasons both financial and legal, GM and Chrysler and all other over-levered companies should take heed. Read more

U.K. Rights Offerings: Dancing Around the Covenants
Cash-starved U.K. companies are jumping on Rights Offerings as a bandwagon of choice.  These refinancings are shaped both by choice-constraining debt covenants and the absence of stigma that Rights Offerings seem to suffer from in the U.S.  Jumping on this bandwagon and with an eye to their prevalence as financing vehicle, the Financial Services Authority (FSA) has taken steps to streamline rights offerings current and future.  With U.K. companies in industries from property to mining suffering balance sheet imbalance, look for increasing rights offerings and disclosures of them.  Read more

Senior Executives: Cuomo Clawing Compensation?
With New York Attorney General Cuomo digging into the executive compensation practices of Merrill Lynch (pre-merger), post-TARP Wall Street is now on notice that its compensation practices are a matter of quite-public record. More specifically, Bank of America and its peers are being told that investor disclosures of this sort are a must have, and failure to do so may have serious consequences.  The worries go further, however: concerns extend to the chance for a government-led clawback of compensation, in which someone may be asking executives to give that money back. Strategies for investigation management, compensation and disclosure should adjust accordingly. Read more

10-K Hot Topic: Restructuring Risks and Costs
Restructuring, inside and outside of bankruptcy court, is sure to be a topic at the forefront of this season’s 10-K disclosures. With the increasing number of companies restructuring to increase operational efficiency, investors are keen to know the associated details.  These points of interest will all need to be meticulously disclosed.   To this end, we at Westlaw Business have compiled a list of resources to assist you as you prepare your 2009 10-Ks. Read more

Proxy Hot Topic: Splitting Co-Titles
The issue of separating chairman and CEO roles may be a hot proxy topic among activist shareholders again this year, as there is disagreement between interested parties over whether good corporate governance and shareholders’ interests are best served by splitting the two roles.  Many CEOs are hesitant to separate the roles and relinquish the extra degree of control, but investors are increasingly supportive of proposals to make boards more independent from the executive teams.  In anticipation of another possible round of these proposals, we at Westlaw Business have gathered some resources to assist you as you prepare for this year’s proxy season. Read more

Significant Events Briefing: From Bankruptcies to Corporate Fraud 
Bankruptcies and strategic M&A transactions are heating up. Other issues shaping today’s business law environment include corporate fraud, new regulations, and continuing softness in the IPO market.  See our Related Resources for more on the transactions, offerings, and regulations defining today’s business law environment. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Stimulus Law Opportunity: Restructuring Debt, TARP, and the Economy
With all the talk of the financial benefits of the stimulus package, you’d almost forget it’s actually a cash-stuffed law with legal elements aplenty.  With the implications to lawyers of the American Recovery and Reinvestment Act of 2009 (ARRA) being too many to enumerate, we at Westlaw Business opt to highlight a sampling of various incentives and impediments.  These range from debt restructuring, to tweaking TARP, to sheer disclosure of wins-and-losses from the stimulus funds.  The one thread tying the law together is its intent to re-ignite the economy.  Whether it in fact does will be the work of the lawyers, as much as the domain of the economists and historians who ultimately assess them. Read more

Hell Hath no Fury: Beware Bankruptcy-Scorned Unions (and Execs)
Hell hath no fury like a scorned employee (or executive…or union) – making the scorn-filled bankruptcy process particularly tough.  In reorganizing during bankruptcy, at least three employment issues leap to the strategic fore: unions and their collective bargaining arrangements (CBA), executive pay-to-stay, and the prosaic (unless unless you’re the payee) continued payments to the downsized.  While these legal constructs sound esoteric, they risk tanking the whole bankruptcy proceeding as Interstate Bakeries (for one) learned to its chagrin and near-death.  Read more

Silent Takeovers?: Short Slates, Long Positions, a Proxy Must Have
How can shareholders replace under-performing boards without triggering change of control provisions? Investors frustrated by poor management may be tempted to run alternate director slates or stage all-out proxy contests…but there is a downside.  Change of control provisions, typically triggered by the replacement of boards, can negatively impact everything from public relations to credit lines to leases. Consequently, short slates (i.e. a minority slate of directors) are often seen as a safer alternative to a full or majority slate.  The battles between activist shareholders and stodgy boards are heating up, with a barrage of short slates complementing the onslaught of hostile tenders.  Read more

10-K Hot Topic Box: Disclosing Counterparty Risk
There was an uptick in bankruptcy filings last year and counterparty risk has become more salient. This year’s 10-Ks will therefore need to focus not only on risks to the company itself, but also on those posed to it by third-parties, such as the potential insolvency of its suppliers or distributors. Many companies will also need to carefully disclose risk concentrations that webs of financial counterparties pose to their business. To this end, we at Westlaw Business have compiled a list of resources to assist you as you prepare your 2009 10-Ks. Read more

New Sheriff(s) in Town: Get your Filings Right
Slack filers beware: there’s a new sheriff in town and tougher filing requirements are the order of the day. Several entities are getting down to business, taking on enforcement actions against companies for failing to meet filing requirements.  Cries for change have been heard at the SEC by the new chairperson, Mary Schapiro, who promised tougher regulations and stricter enforcement.  Not to be outdone, enforcement comes from the exchanges as well.  These moves signal a warning of “freeze -- not so fast!” to companies not submitting periodic filings in a timely manner.  With the filing sheriffs on the prowl, if you don't file, you are going to face tighter enforcement. Read more

Trendspotting: Backdating, Subleases and Other Trends
Incredibly Shrinking Boards
Restricted Stock Awards – Stability Over Volatility
Keeping the Creditors Happy
Passing Debt On Through Subleases
Turn Back the Clock – It’s Backdating Time Again? Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Hostile M&A:  When an Ounce of Prevention is not Enough
How do you stop an overly amorous acquiror in an age of cheap stock prices and heightened hostile activity? Even poison pills and staggered boards are far from foolproof, begging other, more expensive, measures to be adopted following the launch of a bid.  Lawyers and strategists ought to learn the cautionary lessons from several recently announced acquisitions (or agitations), not least among them the ongoing dramas surrounding Roche-Genentech, CF-Terra and NRG-Exelon.  Sometimes both an ounce and a pound of cure do not suffice and the end result is an extensive fight, of either the proxy contest or tender offer variety. Read more

Trolls Under The Bridge: IP Disclosures, a 10-K Must Have
Intellectual property (IP) has long been a major differentiating factor – but is now being eroded both by legal change and business pressures.  Long viewing IP rights as legal protection of them as agents of change, innovators are now facing change of a less-desired variety, impacting everyone from finance to retail and technology. Courts have diminished long-trusted business method patents, competitors have threatened others, and economics have undermined most of the rest.  As a result, particularly careful attention must be paid in this year of change to disclosure of these issues. Read more

Governance Strategists:  Shareholder Access, Meet E-Proxies
Investor relations and governance experts: Better corporate governance and big cost savings are but a keystroke away, to believe e-proxy fans.  The SEC is one of the biggest proponents, with its desire to improve shareholder communications and overall governance. To help, the SEC has pushed the use of electronic proxy distribution.  Its provenance and ultimate adoption seems inevitable.  In an era of an ever-expanding Web universe, it’s been an anachronism to have EDGAR-bearing websites as a sole point of access for the investor community.  However, while many – like household names Sara Lee, Microsoft, and Citigroup – have adopted it, companies should give careful consideration to their own needs and those of their shareholders. Read more

UK Banking Shock: Marking HBOS to Market
With shades of Merrill’s traumatic pre-merger mark-to-market, the U.K. is now experiencing the sequel. Like Hollywood recycling a better-made movie from another country, Lloyds seems to have done the same, only this time using the Bank of America/Merrill Lynch script. With an eerily similar feel, Lloyds disclosed an unexpected loss at HBOS a month after Bank of America revealed a $15 billion loss at the recently acquired Merrill Lynch. Does Lloyds’ disclosure of a £10 billion loss and subsequent credit rating downgrade signal the need for additional assistance from the U.K. government? Read more

Proxy Hot Topic: Comprehensive Health Coverage Proposals
Comprehensive health coverage is building up to be a hot proxy topic this year. A major focus last year, health coverage may be even more so this year because it is threatened by the slower economy.  The SEC’s support of similar 2008 initiatives also seems to have helped reinvigorate the movement, as a large number of proposals are once again rolling in.  We at Westlaw Business have gathered some resources to assist you as you prepare for this year’s proxy season. Read more

Significant Events Briefing: From Bankruptcy to Defunct IPOs 
This week saw an unfortunate uptick in bankruptcy filings. However, there is a silver lining to this cloud.  The upside this week includes a $280 million "stalking-horse" bid in a Section 363 asset sale. More of these sales are sure to follow later in the year. Also, M&A continues to hold up well in the technology and pharmaceutical industries. See our Related Resources for more on the transactions, offerings, and regulations defining today’s business law environment. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Reincorporation: Home Sweet Home in North Dakota
To Dorothy Corp., there’s no place like home – in Bismark. North Dakota has it all: the Great Plains, snow, and the Lawrence Welk museum.  What more could an activist shareholder ask for?  Back in mid-2007, driven in part by mega-investor Carl Icahn, North Dakota revised its corporate governance laws to include provisions that favor shareholder rights.  While images of the old west and its renegade ways (or George Washington crossing the Delaware) may entice some, billion dollar corporations are being asked to set up shop in tornado alley.  Like shareholder proposals of past years, this movement is one worth keeping an eye on, as it appears to be increasingly gaining momentum.  Read more

Hedge Fund IPOs: Bait and Switch?
Hedge Funds do the darndest things – especially when facing massive redemptions and threatened collapse. With public markets a possible avenue to raise more capital and provide for investor exit, that option might seem quite attractive to a fund otherwise having a hard time staunching the bleeding.  Yet going public to meet redemption requests and provide investors with liquidity might not be the best strategy, in light of the recent Bank of America v. Steel Partners II Ltd. lawsuit. Steel Partners decided to take this avenue and it is now the defendant in a complaint alleging breach of contract, fraud, and hinting at potential securities law violations. So it remains to be seen if going public is a wise way to deal with redemption. Read more

Bankruptcy Risk: Landlords Stuck Between a Rock and a Hard Lease
Landlords of bankrupt tenants are now learning what many sports fans already knew – the best defense is a good offense…at least when it comes to commercial leases.  The holiday shopping season has been over for more than a month now and as we assess the damage of less than stellar sales figures, we are seeing record numbers of well-known names heading into bankruptcy.  This not only impacts the company, its employees, customers, and shareholders – groups we commonly hear about in the bankruptcy fallout – but it also has an effect on landlords who have found themselves in the situation of not being able to (at least as reliably as before) collect the rent.  Read more

Battered Equity Prices: Funds, Indices and the SEC to the Rescue?
Beyond the suffering of investors, battered equity prices lead to trouble. Not only are they egg on the CEO’s face, but the resultant low market cap subjects public companies to significant costs ranging from more expensive access to capital markets to de-listing from exchanges. Companies should be aware of market cap and price-per-share triggers and take steps to bolster share prices.  However, traditional moves, such as share buybacks, may be difficult to execute in current markets, as some companies may be faced with covenants from credit lines or debt issuances or possibly government financing (think of TARP/FSP) restricting repurchases prior to repayment. Fortunately, boards aren’t the only entities trying to pull companies out of the equity price scramble.  The exchanges have taken actions recently aimed at addressing the equity price volatility. Even the SEC has been forced to deal with the turmoil. Read more

10-K Hot Topic Box: Disclosing M&A Dependency
Many companies use mergers and acquisitions as a growth strategy. The upcoming year will require disclosure of some of the challenges firms have recently faced in carrying out this strategy in light of current economic conditions. These challenges include the inability to fund future acquisitions, servicing the debt of past acquisitions, and the failure to close a pending merger. We at Westlaw Business have compiled a list of resources that may assist you as you prepare your 2009 10-Ks. Read more

Trendspotting: Tax Gross-Ups, SPACs, and Other Top Disclosure Trends
Corporate Political Contributions: Who’s Getting What?
Tax Gross-Ups: High End Retail in Tough Times
Labor Unions & Bankruptcy Concessions
SPACs: Searching for the Right Combination
How Healthy is Fast Food? Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

TARP Do-Over: Private Sector's In, M&A's Out, Trillions Spent 
In a re-branding effort worthy of Madison Avenue, the Treasury Department today relaunched TARP under the sober sobriquet of the Financial Stability Plan (FSP).  The FSP focuses, for now, on how to spend the remaining $350 billion from the original TARP funds. Other than a healthy dose of mind-bending renamings, the old/new plan has several interesting elements: toxic asset cleanup, equity recapitalizations, new asset purchases, and all with commensurate restrictions and reporting.  If the plan sounds familiar, it should – it hearkens back to the original TARP.  At the same time, it contains several interesting new elements, not least among them the involvement of private sector co-investors and restrictions on M&A before repayment.  While stock markets convulse in reaction, we at Westlaw Business opt, below, to take a more studied approach to the new plan’s contents. Read more

Credit Rating Agencies: Fox and Henhouse?
Credit rating agencies (CRAs) are back in the hot seat, with the temperature jointly cranked by hot-off-the-press regulations and warming U.S. debt markets. In truth, they never really left this position – a growing list of litigations attest to alleged abuse by CRAs during the frothy days gone by.  These litigations not only threaten to impose upon the agencies a financial burden, but they also lay out quite clearly the legal and business issues requiring redress if the CRAs are to move forward as the arbiters of credit-worthiness in the future. Read more

Strategic Disclosure Opportunity: Lawyers, Advise Execs on XBRL
Disclosures to the SEC are about to undergo a major shakeup, and it's high time for company lawyers and leaders to update their reporting strategies. With the release of the SEC's final rules last week, the age of XBRL is now officially upon us. Due to the seemingly mundane nature of this new requirement, senior executives, who would never leave SEC reporting to junior accountants and tech folks, may be tempted to do just that when it comes to XBRL. Beware of that temptation. While viewed as "tagging arcana", XBRL presages an era of equity price moves that favor those who consider the marketing impact of these tags...and penalizes those who don't. And, with aspirations of enveloping both financial and qualitative disclosures, XBRL requires a well considered disclosure strategy with tight focus from top company lawyers and the executives they advise. Read more

Banking M&A: Financing Terms in the Driver's Seat 
Tough financing markets have left no area of M&A unscathed, least of all the financial service sector, where it all began.  Deal terms are being carefully structured.  These days, it's all about the money, which has proven itself in an all-too-short supply.  Even deals built around seemingly-available TARP funds are less flush than you’d think – while TARP’s been used to spur deals, it’s also caused an outcry of “TARP money is for lending, not merging”.  Look under the hood of each recent deal, from complex joint ventures like Citi/Morgan Stanley/Smith Barney to straightforward mergers like Capital One/Chevy Chase to local acquisitions like Wesbanco/AmTrust, and you’ll see that financing markets are in the driver’s seat.  With so little certain, one thing is nearly so: financing markets seem set to drive consolidation (and its terms) in both the financial sector and related spaces, like financial technology. Read more

Pollution and Other Dirty Laundry: Environmentals are a 10K Must-Have
The environment has been a political focus and increasingly at the forefront of people’s thinking since the 1960s.  But, unlike the hula-hoop, environmental issues are a fad turned serious business – and are here to stay.  Companies face ever-changing environmental disclosure challenges and regulatory compliance demands which can leave investors in the woods about just where companies stand on hot topics such as global warming, hazardous waste, and pollution, to name a few. Read more

Proxy Hot Topic: Executive Perks Need Airing
Amid the public and regulatory scrutiny of corporate expenditures, executive perquisites (or in some cases, the lack thereof) are a hot topic this year.  Companies will be disclosing everything from the payments of country club dues, to executive jet use, to limousine service provisions, to an array of other cleverly devised executive perks.  We at Westlaw Business have gathered some resources to assist you in disclosing your perquisites as you prepare your filings (see our Related Resources panel). Read more

Significant Events Briefing: From IPOs to Bankruptcies
This week brought another round of significant legal events that will shape the business law environment.  The IPO has returned, at least for the time being. Could it be here to stay? While several major companies filed for bankruptcy, the baker that makes all the lovable Hostess brand treats exited Chapter 11. Debt markets may even be poised for a thaw, as several blue chip companies managed to roll multi-billion dollar offerings this week.  For more on each of the events shaping today’s business law environment, please see our Related Resource. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Poison Pills: Careful What You Swallow...
The financial storm has left many company stock prices under, exposing them to hostile acquirors, lovingly referred to as “sharks” swimming around them.  To repel these sharks, boards are turning to defensive mechanisms.  Last week, we covered staggered boards. This week, we are another method boards use to ward off unwanted attention:  with equity prices low enough to entice unwanted suitors, boards are looking to arm themselves with poison pills.  Read more

Executive Compensation: Limited Pay, Unlimited Disclosure
Executive compensation is almost too hot to touch…yet companies have to figure out both whether to curb it and how to disclose it.  It has become such a hot issue that that the Feds are stepping in (or maybe stepping on) to quash the practice. Shareholders and lawmakers alike are scrutinizing all aspects of companies’ executive pay packages, including base salary, bonuses, deferred compensation, incentive pay, golden parachutes, and even the perks that used to come with the job (judging from recent news coverage, there had better not be private airplane usage anywhere in sight).  Read more

Forcing M&A: Courts, Can Dow Walk from Rohm?
Do acquirors obtain a “put option” on mergers they have committed to? Dow Chemicals certainly thinks so, in walking away from Rohm and Haas, but Rohm and Haas strenuously disagrees and has sued Dow.   Rohm & Haas might think its case is airtight, but bitter experience has taught that it is anything but. It is part of a string of cases playing out during our “winter” of discontent, where golden-era acquirors attempt to walk away from their commitments…and if they don’t, their banks do.  The courts have consistently ruled that “a deal is a deal – as long as it’s well-crafted”…but this turns out to be scant comfort, as the story doesn’t end there.  Acquirors have found yet other ways to leave unwanted deals behind, and “specific performance” sometimes ends up being anything but the original deal being actually completed. Read more

10-K Hot Topic Box: Disclosing CDS and Securitized Bonds
Companies have always included securities in their portfolios, but with the tumultuous market conditions of recent months, disclosure could be a more delicate task than usual. This year, companies will be disclosing a litany of risky holdings, including credit default swaps (CDS), securitized debt, loans originated for securitization that are now languishing on the balance sheet, and plain-old investment returns (the good and the bad). We at Westlaw Business have compiled a list of resources that may assist you as you prepare your 2009 10-Ks. Read more

Trendspotting: Activist Investors, New Directors and Other Top Disclosure Trends
Hostile Activity: Pharma Board Battle
Employment Agreement: NCR’s Newest Board Member
Shareholder Proposal: Say On Pay
Unsure Footing Ahead for Shoemaker
PE On the Up? Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Tech M&A: Allocating Risks in an Age of Risk
With tech M&A continuing to unfold in the technology industry, how are today’s heavy risks being allocated? This is worth considering, as M&A in the tech sector continues at a rate that is none too shabby (relative to today’s world).  The key is how these deals are getting done– while the values tell part of the story, masked in the legal terms is the rest of the story.  Financing terms, risk-allocating Material Adverse Clauses (MAC), specific performance clauses, and termination fees are among the indicators that we at Westlaw Business have looked at to give you a sense of how tech M&A is playing out in the current economic climate. Read more

Law Firms, Opportunity: TARP is a Many Splendored Thing
Have the opportunities in the legal market promised by TARP ended? Not by a longshot. TARP’s explicit components continue to unfold, including initial securities investments and subsequent equity offerings. Along with these, it seems set to drive further capital markets, M&A and (of course) lending activity…and with staggering amounts of taxpayer funds on the line, there is an increasing need for greater disclosure. Read more

Executives Beware: Duty to Disclose Rising
Disclosure standards may just have increased, thanks to recent incidents involving GM, Apple and Bank of America.  All household names, these companies are being taken to task for alleged failures to disclose major issues.  The upshot? The professional’s craft of disclosure must rise in 2009 to the level of “high art” as uncertainty-weary investors demand the fullest possible picture from companies.  This demand must be taken seriously, as recent events make clear that failure to disclose exposes companies, their boards and their certifying executives to real risk. Read more

Hot Topic Box: Researching Clawbacks
Clawbacks of bonuses and long-term incentive pay are hot issues this year. Many companies are disclosing their executive clawback provisions, driven by poor economic conditions and government bailout requirements, among other things. We at Westlaw Business gathered some resources to assist you in disclosing your clawbacks as you prepare your filings (see our Related Resources panel). Read more

Significant Events Briefing: For the In-the-Know Lawyer
The last week has seen a redoubling of M&A activity and a tailing off of bankruptcy filings, which may be viewed as positive developments. The pharmaceutical industry, no doubted spurred into action by last week’s announcement of the massive merger between Pfizer and Wyeth, was particularly active. There was also movement in technology and commodities sectors. Could this uptick continue? Or will it prove to be just an aberration? See our Related Resources for more on the transactions, offerings, and regulations defining today’s business law environment. Read more

Who's Got the Power:  Must-Have Energy Disclosures
Any company relying on energy (i.e., every company) must consider how to disclose its dependency.  This is a wider group than you might think, touching companies from airlines to yacht manufacturers.  Even the green world has an energy issue.  If nothing else, energy has two things in spades - usage and volatility – both of which trigger disclosure requirements by a range of companies, from those obviously affected to those far less so. As a result, companies must pay careful attention to their disclosure strategies as they step into the upcoming season of disclosures. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Bankruptcy Risk: Reorganizing in Tough Financing Markets
Has the process of entering bankruptcy become even more unhappy?  Apparently so, as the special bankruptcy financing on which it used to depend, has become extra-limited, thanks to constricted credit markets. However, for companies already operating in bankruptcy protection (at least some of them), bankruptcy remains a rather helpful haven. With all of the noise around bankruptcies from Lehman to Lyondell, this corner of the market seems forgotten. Forgotten, perhaps, but not gone, and lessons should be learned from this market as to how this group contends with current credit markets. Read more

Anti-takeover Protections: Raise the Gates, the Hostiles are Coming
Can hostile acquirors take advantage of depressed equity prices to buy coveted companies on the cheap? Can activist shareholders shake up disappointing boards with impunity?  They may want to, but today’s boards seem to be one step ahead and have recently increased their adoption of protective measures.  In particular, boards are turning to several tools to protect themselves: staggered boards, golden parachutes, supermajority voting provisions, and of course poison pills. Milder forms of protective action are being taken as well: tightened advance notice requirements for special shareholder meetings among them. What they're putting in place and how they're disclosing is of great interest as we move into a new year filled with M&A promise. Read more

Succession Planning: Is Anyone in Charge?
Is succession planning merely good advice or is it good governance? The recent debacle over disclosure of the health of Apple’s Steve Jobs calls this issue to the fore. In fact, succession planning has long been a burning issue for many shareholders, as the loss of a key officer can be extremely disruptive to the operation and health of a company. Some have even raised its stature from an issue of “mere” disclosure to one of fiduciary duty – responsible boards must have chosen successors and possibly even communicated it. The sensitivity of the issue is most apparent where the CEO is the company (or at least is seen that way). “CEO as brand” is often beneficial to the company (think of Apple’s Jobs, Dell Computers’ Michael Dell and Berkshire Hathaway’s Warren Buffet).  While there is a great swirl of opinion and news around this topic and the SEC has allowed companies latitude, companies ought to be giving much thought to their own approach. Read more

Trendspotting: TARP Scrutiny, Whistleblowing and Other Top Trends
TARP Use of Proceeds: SEC sharpens its Scrutiny
Reducing Benefits: …But it Beats Layoffs
Currency Risks: Shipping Risk Overseas
Whistleblowing: The “Other” Sarbanes Oxley
Executive Leadership in Dour Times: Best Buy Employment Agreement Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Pharma M&A: Financing Outs Are Back In
Can you get a “financing out” where all manners of financing seem to be…out?  Look no further than the recent multi-billion wave of pharmaceutical M&A, where constricted financing markets define the structures and terms of deals being done.  Motivated by starved drug pipelines (read: revenue-starved pipelines), Big Pharma companies are turning toward M&A with a vengeance.  They are finding willing ears amongst smaller players faced with starved financing markets. Financing terms shape how these deals are done. The fortunate acquirers are cash-rich and funding deals from their own pockets, thus avoiding financing questions altogether. The others lucky enough to play the role of acquirer are subject to the slings and arrows of outrageous financial markets – but still seem able to pull things off.  A review of deal structures provides pointers for other would-be acquirers. Read more

Executives, Beware: Can You Certify Your Filings this Year?
Executives in 2009 are faced with a potential nightmare scenario: the continuing need to certify filings as certain, in the face of certainty-threatening volatility.  With whipsawing markets, plummeting asset prices, and depressing economic conditions, mandated certification of company filings is particularly troubling.  Exacerbating such conditions, TARP saddles recipients of government money with additional certification requirements. Reassuring, perhaps, is the fact that this sort of uncertainty has given pause to others before and has also elicited commentary from the SEC.  Executives considering what to do if certainty remains unavailable this year may find the following analysis helpful in deciding how to evaluate the signing risks they’re being asked to consider. Read more

M&A Structuring: What Happens in NewCo, Stays in NewCo
Are M&A legal structures about to be pierced or collapsed?  Not if the Delaware courts have anything to do with it, as seen as their ruling on the recent Blackstone/Alliance Data aborted acquisition.  The upshot: when working with any purchaser, certainly of the PE “smart money” kind, caveat vendor – PE funds are known as smart money for good reason.  Prolific creators of multiple legal entities and complex partnerships, PE funds are careful to segment one legal identity (and set of obligations) from another, and certainly from the main funds and the General Partner.  The issue is broader than PE purchases, as triangular mergers deploying NewCo’s are routinely used. As banks and policy-makers look to M&A (including that of the PE variety) to salvage the distraught financial system, careful lawyering is more important than ever. Read more

Disclosure Risk: Underfunded Pensions, a 10-K Must-Have
Harm to employees and the government are two things companies never want to disclose -- yet many are faced with the need to do just that, as they work through underfunded pensions. Though many pension plans have been long labeled as under-funded, the issue has hit new extremes as bankruptcy-threatening economic conditions combine with depressed investment markets to expose companies and their employees to risk. As with so many other issues of the day, the taxpayer is along for the ride as the federal guarantor of pension liabilities, the Pension Benefit Guaranty Corporation (PBGC) is ultimately on the hook in the event of company bankruptcy. Read more

Significant Events Briefing: For the In-the-Know Lawyer
This week brought another round of significant legal events on both Wall Street and Main Street. The week included huge pharmaceutical mergers and even the President’s tailor going bankrupt. The U.S. government has also continued to take an active role throughout the capital market. For more on each of the events shaping today’s business law environment, please follow the Related Resources. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Bankruptcy Creditors, Beware: How to Get Money from a Stone
Creditors are finding it much harder to recover cash from bankrupt companies, especially those of the flag-carrying variety. The bankruptcy world has markedly changed, motivated by new U.S. bankruptcy laws, turnaround-stifling economic conditions, and the credit crunch (which makes bankruptcy financing harder to come by).  All told, this has led many a flag-carrier into early bankruptcy, with cash still on the books.  They do so in the hopes that amenable bankruptcy courts allow them to continue using it.  Though this may seem unconventional, it’s proven otherwise and, given today’s frozen financing markets, it may seem better than the alternative, as witnessed most recently by Circuit City. Read more

Tightening TARP: Banks, Fess Up
TARP is about to get a little tougher.  To all appearances, funding will still be available, but the conditions attached to it and the reporting requirements that follow it are being tightened.  Perhaps no accident, this follows repeat funding requests by titans including Bank of America, Citigroup and SunTrust Bank.  Rumor has it that Chrysler may be joining this list if its proposed deal with Fiat progresses.  These new restrictions and reporting requirements are not new to all, as certain institutions have begun voluntary steps in these same directions – some have even been crowing about their newly invigorated lending or M&A activity.  As many others have been strangely silent, the new Administration seems determined to step in and shake things up. Read more

FINRA Regulates Rumors: Loose Lips, Stop Sinking Ships!
Can a recurrence of rumor-driven collapse (a la Bear Stearns or, worse, Lehman) be prevented?  With President Obama stating in his inaugural address that “without a watchful eye, the economy and the nation can spin out of control,” the question is a serious one.  For evidence that a rumor mill can bring a company to its knees, one need look no further than the rubble of failed financial institutions like Lehman Brothers still quaking around us.  FINRA apparently believes it can control the fallout and, like a finger-wagging grade school teacher, is stepping in with a proposed rule to tame rumor-prone public markets. However, the desire to tame these rumors runs headlong into the twin human propensities toward gossip and profit. Can FINRA win? Read more

Proxies: Disclose CSR, Obama Advocates It
This year’s proxy season looks set to be like no other.  With depressed stock prices, rising hostile activity, and threats of corporate illiquidity, fireworks were already assured.  However, the pyrotechnics may get even brighter, now that President Obama has boosted another proxy-season issue to the top of the nation’s agenda.  The long-cherished corporate social responsibility (CSR) agenda just saw the President give voice to several of its goals, with his stated visions to “restore science to its rightful place, to wield technology to meet our goals, and to harness sun, winds soil to power ourselves.”  Proxy season may never be the same – expect to see even more shareholder proposals, proxy items, and 10-K annual report disclosures relating to a broad array of CSR topics this year. Read more

Tip-toeing Through the Minefield: Disclosing Credit Issues on Your 10K
Tip-toeing through minefields is an apt analogy to this year’s 10-K disclosure of your company’s credit issues.  Disclosing either too much or too little has real costs.  Yet credit issues are not tangential – they are likely among your Top 5 issues for preparing your major filings this year. This is true whether you’re disclosing difficulties (your own or those of your suppliers, distributors, or customers) or opportunities (if you happen to be one of the lucky few getting new credit lines or actually profiting from credit-compromised conditions).  With this need, we at Westlaw Business have prepared an overview several manners of credit disclosures to help.  Read more

Significant Events Briefing: For the In-the-Know-Lawyer
Inauguration euphoria witnessed on Main Street didn’t exactly translate to Wall Street. However, there is a silver lining to even this week’s cloud: M&A transactions, debt issues, and even an up-tick in bankruptcy work. The following are the most important transactions and events shaping today’s business law environment. For more on each, please see Related Resources. Read more

Regulatory Alert: Newly Tightened Financial Markets
Financial regulation is about to enter a new era, along the new Administration.  In truth, a period of remarkable regulatory activity has been upon us for months, as the tentacles of the financial crisis continue to reach into every crevasse of the economy. Joining that impulse in recent days, with shades of Marbury v. Madison (or the more modern Holder/Marc Rich scandal) is the prolific regulatory activity characteristic of many end of term administrations.  Further shades of Marbury:  the Obama White House has since put a hold on all pending regulation, subject to review.  All told, our legislators, regulators, and self-regulatory organizations (SROs) are remarkably busy…and may remain so for some time. The following highlights recent significant regulatory activity: Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Voting Swaps: Hedge Funds' Three Card Monte
Are all shareholders after the same thing? The mantra of recent years has been “one share, one vote”, but what about no shares, entirely too many votes, and no disclosure? Boards have noticed, and taken exception to, just this sort of subterfuge among hedge funds and other activist investors. Some shareholders seem to have a penchant for disguising their motives and positions by taking complex positions throughout a company’s capital structure or through webs of newfangled derivatives that affect the same end. Boards are arming themselves for the upcoming proxy season with amended bylaws designed to quail their clandestine shareholders and uncover their intentions. Moreover, the torrent of these ‘fess up amendments that we at Westlaw Business had previously called to your attention has turned into a veritable deluge. (See Related Resources) Read more

Ponzi Schemes: SEC Topples Pyramids
Did Ponzi fever just break out, with a schemer around every corner? Or did a scandal-chastened SEC wake up to the need to appear to be doing something – anything – after the failures of Bear Stearns, Lehman Brothers, Madoff Securities, and others put the SEC's weakness into sharp light. One has to wonder, why federal regulators have allowed so many Ponzi schemes to happen. Is it due to insufficient oversight or inadequate regulation? Or is the investing public somehow partially to blame for not doing its homework? An overview of Ponzi schemes and affinity fraud leave us at Westlaw Business with the conclusion that no one’s hands are completely clean in all of this mess.   Read more

Big Offerings: REITs Breathe New Life
Has the whole world suddenly found the religion of real estate?  It sure seems that way from the raft of recent Real Estate Investment Trust securities registrations, totaling over $20 billion. Subprime may have taken residential real estate subterranean, and commercial real estate may be sinking in the same direction…but real estate offerings are moving in the opposite direction.  How are these deals, and their disclosures, getting done? Read more

Trendspotting: Activist Shareholders, Succession Planning, and Other Timely Disclosures
Activist Shareholders:  Demanding Compensation Consultant Details
Succession Plans:  Back on the Agenda for 2009
Big Pharma Set to Move
Is a Shareholder’s Best Defense a Good Offense?
FINRA:  Breaking the Rumor Mill Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Due to the upcoming Martin Luther King, Jr. holiday, Legal Currents will only be publishing one edition next week. Look for our special inauguration edition on Wednesday, January 21.

Companies, Put Your SOX Back On: Corporate Governance, Post-Satyam
Haven't we lived this all before? Like a Bollywood movie that joins elements of every known form of theatre, the Satyam Computer Services scandal seems to combine the worst (though most dramatic) elements of Enron, Madoff and Worldcom together.  Though Indian in origin, Satyam files with the SEC as well as the Mumbai and NYSE Euronext’s Amsterdam, making it subject to the familiar litany of laws.  Having been there before, though, we at Westlaw Business have one big question: Aren't our laws and regulators meant to prevent all this? Read more

Gone Global? Country Risk!: 10-K Must Haves 
The world’s headlines are now focused on the conflict in Israel.  Only recently has news of piracy off the coast of Somalia and the war in Georgia died down. As a result, the disclosure-minded have visions of country risk disclosures dancing in their heads.  While global markets sound like a good idea, they are not cost-free.  Companies seeking to expand markets globally run into differing circumstances around the globe, many of them risk-imposing.  The list includes a suite of political horrors, ranging from political instability to military hostilities to confiscatory regulations to even mundane foreign exchange limitations.  What these risks all have in common is a globalization-driven need for extensive disclosure.  Read more

Financing Risk: Treasury's Kid Gloves with Auto Bailout
In looking to rescue the auto companies, how tight a set of legal screws did the government apply?  Not nearly as tight as some feared. Treasury could have taken at least three possible approaches: shareholder-lite, as in TARP; rescue-finance, as in private sector workouts; or DIP (Debtor-in-Possession) finance during bankruptcy.  Though the restriction on striking by the United Auto Workers has attracted some attention, Treasury seems to have used a light touch. It could yet get a lot tougher. Read more

Regulating Credit Default Swaps: Less Deference, More Deterrence
The Credit Default Swap (CDS) market is vast, opaque and unregulated.  However, it is far from invisible and could easily have been monitored and, dare we say, interrupted. The fact that regulators did not take any action gives one pause.  Not only is the CDS market worth a $55 trillion, but its made up of both the swaps themselves and complex, thoroughly traded indices that have been assembled around them as well. The one thing missing from this market, to date, has been the regulators.  Yet, there is no shortage of regulators who sound like they should have been involved – among them, the SEC (securities regulator), CFTC (derivatives regulator), and state insurance regulators.  They just weren’t. Why?  Arguably, the result of both craftsmanship and lobbying on the parts of the CDS’s creators, there were other factors, and failures at play as well. Read more

Significant Events Briefing: For the In-the-Know Lawyer
Bankruptcies and strategic M&A transactions are heating up. Other issues shaping today’s business law environment include corporate fraud, new regulations, and continuing softness in the IPO market. For more on all these topics, please follow the Related Resources bar to the documents defining the business law market. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

TARP Double Dipping: How Suntrust and Citi Got More Money
TARP double dipping is upon us, as the government indicates an ever-increasing willingness to dole out money to one and all. We've now seen 2 weaker institutions receive double dollops of government help - Citigroup and Suntrust. What's telling is not merely that they both received two rounds of funds, but that they received them on different terms.  Among the differences are both their financial terms and their accompanying restrictions on executive compensation.  Both are indications of what future double dippers may (or may not) get as well as the broader intentions and inclinations of an open-walleted Treasury Department. Read more

Managing the Great Fall: Commercial Real Estate Plunges to Earth
Land may be the one thing they’re not making more of (other than in land-filling Dubai) – but that limited supply doesn’t mean commercial real estate is a good business to be in these days. With residential real estate capturing so many headlines, commercial real estate has remained largely in the background. That should not be taken as a sign of its good fortune.  With one look at the disclosures of those in the business and the litany of problems plaguing them becomes immediately clear – commercial real estate presents both legal and business risks (and opportunities, for the savvy) to those involved with it, whether as lender, landlord, tenant, or otherwise. Read more

Cleaning up the CDS Mess: Is SEC the New Regulator?
How did we get to a $55 trillion dollar CDS market with great risk, great opacity, no oversight and tottering credit markets to show for it? It was neither easy nor accidental.  It is the combined handiwork of the clever financial craftsmen who created the credit default swap (CDS), statutory gaps created by legislation, and regulatory gaps taking their cue from the prior two.  Imagine our surprise, then, at witnessing the SECs recent blessing of an exchange meant to save us all from the CDS mess upon us.  Read more

Proxy Must Haves: Massive Executive Compensation Changes
Talk about touchy subjects for a corporation - and compensation terms, particularly for executives, are right at the top of the list.  However, there’s nothing like the threat of a really harmful tax law change to open people’s minds.  The current threat has led to a slew of recent compensation changes, both short and long term, all seemingly without raising more than a peep or two from recession-chastened executives.  With these changes now beginning to emerge in company filings, we at Westlaw Business think them a perfect window into the sorts of changes we all expect to see during the upcoming proxy season. Read more

Looking Forward to 2009: Major Trends in Capital Markets 2008
What sort of Capital Markets will we see in 2009?  Hopefully more active ones than 2008.  A nod in that direction may be the surprisingly active markets we’ve seen during the last 2 months of the year.  Though markets are not at their boom time levels, there has been real activity, “real” being a relative term, consisting of both debt and equity offerings, and even a few IPOs.  Factors driving this include market conditions, regulatory factors and a seemingly omnipresent government.  If this continues into 2009, we should be in for an interesting year.  Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Have an issue you want to see covered? Send an e-mail to the Legal Currents Editorial Staff.

Ten Disclosure Trends for 2009: Debt Terms, Shareholder Activism, Corporate Responsibility, etc.
Companies are now being faced with unprecedented disclosure needs, driven by immense amounts of change and economic stress.  We at WLB have put together a "short list" of 10 major disclosures you should consider among your own 2009 disclosures.  These are based on our handpicking trends, and actual disclosures, from what we've seen in companies' filings in 2008. Read more

10K Must Haves: Hedges Heats up
If sweet-sounding Tootsie Roll and iconic Callaway Golf are doing it, how bad can it be? When you’re talking about hedging transactions, the answer is far from simple.  Disclosure of hedging transactions is therefore critical – but as shareholder lawsuits and SEC investigations show, it’s been found to be quite inadequate.  This question is one for our times, as economic volatility tempts companies to offset their risks via hedging transactions.  Read more

Mark-to-Market: SEC Keeps Status Quo
Is the mother of all accounting standards about to go through big changes? Not if the SEC has its way.  Mark-to-market standards, blamed for everything from the difficulties of private equity to the collapse of Lehman Brothers, have gotten more attention than normally behind-the-scenes accounting standards are used to getting.  Clamor for reversion to book value/acquisition cost has rung loud, but gone unheeded.  With its recently released study of Mark-to-Market accounting, mandated by the Emergency Economic Stabilization Act (EESA), the SEC's recommendations amount to tweaking the edges of current standards, to tone down its extremes but keep the gist. Read more

Significant Events Briefing: For the In-the-Know Lawyer
We at WLB want to catch you up on what happened while you were hopefully taking a much-needed end of year breather after our cataclysmic year. We focus you on events that happened in the week before year end 08, right through today. Please see Related Resources for additional information on the events shaping the business law landscape Read more

Planning for 2009:  Major Trends in M&A 2008
The legal market’s M&A crystal ball for 2009 is unusually hazy.  However, looking at certain trends and lessons from 2008 certainly helps.  With such a momentous year just now behind us, it’s impossible to summarize it all – so we at Westlaw Business have picked out certain highlights and trends, some of them undetected and possibly more interesting.  Bad economies drive consolidation, and with government funding and active encouragement so actively behind it, one thing is for sure: M&A will be a major source of legal activity in 2009. Read more

To login go to westlawbusiness.com

Westlaw Business Currents Extra is sent to inform you of news and developments regarding the current credit crisis.
If you prefer not to receive this information, click  UNSUBSCRIBE  to be removed from future editions.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]