Corporate Joint Ventures in the Media, Sport and Entertainment Sector. 17 January 2019
|
|
- Shona Weaver
- 5 years ago
- Views:
Transcription
1 Corporate Joint Ventures in the Media, Sport and Entertainment Sector 17 January 2019
2 Presenters Jon Kenworthy Partner, London T: Tom K.Ara Partner, Los Angeles T: Robert J. Sherman Partner, Los Angeles T:
3 Agenda Stage 1 pre-jv issues 3 Stage 2 JV operation phase 9 Stage 3 JV exit/termination 14 UKG/
4 Stage 1 Pre-JV Issues 4
5 What is a JV and why do one? Umbrella term - commercial arrangement between 2+ economically independent entities for the purpose of executing a particular project / business Why JV? Lack of requisite rights/assets to pursue independently Way of sharing costs/risk (e.g. new market / geography) 'Try before buy' the whole ('path to control') Access to commercial opportunities (e.g. first look rights) Realise synergies from strategic partners (where whole = greater than the sum of parts) 5
6 JV Structures a number of legal forms possible Purely contractual (e.g. cooperation agreement) Partnership/ LLP/ LP Corporate JV 6
7 Pre-JV issues commercial drivers No "one size fits all" approach crucial to identify commercial drivers at outset Why is each party investing and what are its objectives? (e.g. commercial opportunities; risk sharing; path to control) What is the size and importance of the investment? (e.g. monetary value; shareholding level; strategic importance)? Who are other parties (initial and future) and what is each party contributing (now and in future)? (Restrict involvement of competitors? Outright contribution of assets (infrastructure / IP etc) or licence? What happens to contributed assets on termination of the JV? Commercial agreements? Initial and future funding debt / equity? JV parties commit to fund in future (if so, on what terms)? 7
8 Other structuring considerations Antitrust Structure and extent of control Tax Consolidation 8
9 Corporate JV set-up documentation Preliminary (confi.; exclusivity; HoT / term sheet / LOI / MoU etc) JV / shareholders' agreement and articles of association: deal with ongoing relationship (stage 2) and exit (stage 3) Other documentation Asset/business transfers, IP licences, debt documents, etc Subscription/acquisition agreement Other commercial agreements? 9
10 Stage 1 JV Operation phase 10
11 JV governance/operation Key Issues Decision making 50:50 (deadlocked) JV vs. non-deadlocked JV Director appointment rights Veto rights (negative controls) Positive rights (right for minority to impose a decision customized for deal/negotiating position e.g. right to hire/fire key execs; right to impose the budget etc) Deadlock resolution Restrictive covenants Other rights e.g. rights to information; positive good business practice' covenants 11
12 JV governance/operation Key Issues Rights to hire/fire director(s) & board composition Proportionate to shareholding? Maximum number of directors Weighted voting Chairmanship Board observers Committees Conflicts Meetings Quorum Minimum requirements (e.g. notice, frequency, location, agenda, information, etc.) 12
13 Most Operational Most Fundamental Governance/ operation Reserved matters/ veto rights Winding-up Material change in scope of business Changes to organizational documents, share capital/rights Issuing new shares / options (carve -out if pre-emptive?) Dividends Approval/amendment of budget/business plan Partnerships / entering into other JVs Non-arms' length / non-ordinary course transactions Material acquisitions/disposals Related party contracts Borrowing / security / lending Changing auditors or accounting policies Change in key personnel or their remuneration/benefits Material contracts (interplay with commercial rights granted to each party?) Pursue or settle material litigation Other matters specific to company / industry 13
14 JV goverance/operation Deadlock resolution Escalation: reference to shareholders' senior management before mediation and/or arbitration Non-binding mediation Trigger exit mechanism Forced sale process, etc. Casting vote (rare)? Third party expert (technical only e.g. valuation) Status quo (role forward of key matters e.g. budget) 14
15 JV goverance/operation Restrictive covenants Consider in context of your deal Are certain business opportunities intended to be exclusively routed through the JV company? Are other opportunities to be offered to the JV company, e.g. on a "first look" or pre-emptive basis? Is it appropriate to restrict shareholders from competing with the business (or are appropriate restrictions imposed by other means e.g. terms of IP licence)? If so, to what extent? non-compete; non-solicitation of employees; customers and suppliers time frame and territory reach beyond shareholders? carve outs required e.g. for material acquisitions where overlapping division? 15
16 Stage 3 JV Exit/ Termination 16
17 JV exit/termination Mechanisms Sale of part Sale of whole IPO Winding up Tag along Drag along Russian roulette/ shoot outs/ waterfall approach Put and/or call options 17
18 JV exit/ termination Share transfers Restrictions on transfer Absolute bar (except intra-group), save with consent? If sale of shares permitted: - need initial "lock-in" period?; whole shareholding only or sale of part permitted? Pre-emption right of first offer, or right of first refusal (& universal application?) At third party price or expert valuation? Outright restriction on sale to competitors? Compulsory transfers (@ discount to FMV?) Change of control of shareholder Insolvency Material breach Other? 18
19 JV exit/ termination Drag and tag along rights Drag along: When a majority shareholder (or holder(s) of some other trigger proportion) receives an offer for its shares, it will want the ability to force the other shareholders to join in the sale. As a minority each party should consider seeking: restrictions on drag (e.g. veto?; matching right; value hurdle) no less favourable terms but consideration that is liquid (i.e. cash or marketable securities) Tag along: Often a minority shareholder may have a right to ensure that it can tag along and sell when a shareholder wishes to sell control (or some other trigger proportion). 19
20 JV exit/ termination Put and/or call options The holder of the option is entitled to require the other party / parties to: sell some / all of their shareholding to the option holder (call option); or buy some /all of the option holder's shareholding (put option) In each case consider: Trigger events/timing (e.g. specified window; default; deadlock?) Price (e.g. FMV/pre-agreed formula; discount for fault) 20
21 JV exit/ termination Mechanism: "Russian Roulette" Stage 1 A Offer to (i) buy or (ii) sell at specified price B Stage 2 Option 1: Elects to sell to A Option 2: Elects to buy from A A A A buys from B B buys from A 21
22 JV exit/ termination Mechanism: "Shoot Out" Stage 1 A B Offers to buy out B at specified price Stage 2 Option 1: B accepts Option 2: B offers to buy out at higher price A A A buys shares from B Option 1: A accepts Option 2: A rejects Stage 3 B A & B each make sealed bids or auction process B buys shares from A Sale to highest bidder 22
23 JV exit/termination Mechanism: waterfall approach Both parties = buyers Competing bids 1 party = seller & 1 party = buyer Sale at agreed price or FMV Both parties = sellers Sell to third party or IPO 23
24 JV exit/ termination Valuation of shares Pre-agreed formula? Fair market value Process to agree Role of an expert (if no agreement) Valuation methodology arms' length sale between willing buyer and seller & going concern? data / documents to be taken into account detail (or exclude) detailed methodology? pro rata to value of whole? 24
25 To summarise Who (JV company and other investors) and what contributed (now and in future)? Why (key drivers for JV / investing?) When and how exit (duration of JV; path to control / exit)? 25
26 Thank you 26
Joint Venture/ Joint Stock Company Checklist
Introduction Joint venture arrangements in infrastructure projects were until recently generally only relevant to regulating the relationships between private parties to a project company in a Build-Own-Transfer
More informationJoint Ventures: 25 FAQs - a guide for CEOs and CFOs
Joint Ventures: 25 FAQs - a guide for CEOs and CFOs Joint Ventures 25 FAQs a guide for CEOs and CFOs 1 What is a Joint Venture? A Joint Venture is a structure where two (or more) businesses create a separate
More informationGLOBAL TRANSACTIONS. Joint ventures & partnerships
GLOBAL TRANSACTIONS Joint ventures & partnerships *This presentation is offered for informational purposes only, and the content should not be construed as legal advice on any matter. www.dlapiper.com
More informationCREATE Workshop #6. 1. Introduction. Real Estate Joint Ventures (Part 1) 19 January 2017
CREATE Workshop #6 Real Estate Joint Ventures (Part 1) 19 January 2017 1. Introduction Introduction Part 1 Part 2 overview of considerations regarding joint venture structures key JV documentation funding
More informationChecklist Shareholders Agreement
Checklist Shareholders Agreement The law relating to companies in the United Kingdom has quite a bit to say about the relationship a company has with its directors and shareholders, but says very little
More informationPractical Company and Tax Law Issues
Practical Company and Tax Law Issues 1. CHOICE OF ENTITY 1 A: Company and Commercial Law Considerations 2 Deciding on a business entity 2 Key characteristics of each entity 2 General partnership 2 Special
More informationJoint Ventures and Shareholders' Agreements
Joint Ventures and Shareholders' Agreements Written by ANDREW COMBEN Simmons & Simmons and specialist contributors Edited by CHRIS WILKINSON Simmons & Simmons Butterworths London, Charlottesville, Dublin,
More informationThe Digital Media M&A Marketplace: Thinking about a company sale some perspectives from legal counsel
The Digital Media M&A Marketplace: Thinking about a company sale some perspectives from legal counsel Paul McDermott, DLA Piper US LLP MITX Program March 20, 2007 Copyright 2007 DLA Piper US LLP Overview
More informationTOPICAL ISSUES IN PRIVATE EQUITY JOINT VENTURES TIPS FOR A CLEAN EXIT
TOPICAL ISSUES IN PRIVATE EQUITY JOINT VENTURES TIPS FOR A CLEAN EXIT 30 March 2015 Australia Legal Briefings By Damien Hazard and Mark Currell SUMMARY The shareholders agreement for a private equity joint
More informationShareholders Agreements
Shareholders Agreements What is a shareholders agreement? A shareholders agreement is an agreement entered into between all or some of the shareholders in a company. It regulates the relationship between
More informationReal Estate Joint Ventures. March 1, 2017 Jeffrey J. Temple, Morrison & Foerster LLP Thomas D. Kearns, Olshan Frome Wolosky LLP
Real Estate Joint Ventures March 1, 2017 Jeffrey J. Temple, Morrison & Foerster LLP Thomas D. Kearns, Olshan Frome Wolosky LLP Introduction The more an investor has at stake financially, the greater the
More informationShareholders agreement questionnaire
Shareholders agreement questionnaire www.cummingslaw.com Shareholders agreement questionnaire 1. Introduction This questionnaire is designed to consider many of the main issues which may be covered in
More informationCayman Islands TRANSACTIONS. Chris Humphries, Simon Yard and James Smith. Stuarts Walker Hersant Humphries
Cayman Islands Chris Humphries, Simon Yard and James Smith 1 Types of private equity transactions What different types of private equity transactions occur in your jurisdiction? What structures are commonly
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements Ukraine Timur Bondaryev Anna Zorya Arzinger 1. Are shareholders agreements frequent in Ukraine? Shareholders agreements, being one of the most efficient mechanisms
More informationPRESENTATION BY: April 10, Wadia Ghandy & Co., Mumbai 1
PRESENTATION BY: April 10, 2014 Wadia Ghandy & Co., Mumbai 1 Legal Overview Legislations et al Foreign Exchange Management Act, 2000 and Notifications issued thereunder. Securities Contract Regulation
More informationChecklist for an International Joint Venture Energy JV Presentation, 2014 ACC Meeting New Orleans I. STRUCTURE
I. STRUCTURE 1. Why use a Joint Venture? Do you need an equity JV, or can the business objectives be more easily fulfilled through alternatives? Do any of the following conditions exist to help justify
More informationChecklist and Heads of Terms Property Development Joint Venture
Checklist and Heads of Terms Property Development Joint Venture Overview Joint ventures are a very common way of successfully implementing property development projects. This checklist is designed to help
More informationModule 4: The Venture Capital Partnership TABLE OF CONTENTS
Module 4: The Venture Capital Partnership Exit Alternatives 1.0 EXIT ALTERNATIVES 1.01 Sell to Owners 1.02 Sell to Treasury 1.03 Sell to Managers/Employees 1.04 Sell to Third Party 1.05 Initial Public
More informationNegotiating Series A Term Sheets
Negotiating Series A Term Sheets Benjamin M. Hron Bhron@mccarter.com 617.449.6584 @HronEsq Part I: 10.06.16 Part II: 10.20.16 What is a Term Sheet Control Terms v. Economic Terms Standard Agreements Stock
More informationAN INTERNATIONAL JOINT VENTURE AGREEMENT CHECKLIST: DEAL POINTS (Revised and Expanded)
AN INTERNATIONAL JOINT VENTURE AGREEMENT CHECKLIST: DEAL POINTS (Revised and Expanded) July 12, 2017 I. Executive Summary. This checklist was developed by our firm as a tool and guide to necessary and
More informationPEERING THROUGH THE CO-INVEST FOG: PRIVATE EQUITY INVESTMENTS AND OTHER ISSUES IN CO-INVESTMENT. Moderator: Andrew Kling, Schiff Hardin LLP
PEERING THROUGH THE CO-INVEST FOG: PRIVATE EQUITY INVESTMENTS AND OTHER ISSUES IN CO-INVESTMENT Moderator: Andrew Kling, Schiff Hardin LLP Panelists: Kristen Danyluk, Allstate Investments Jenna Jenson,
More informationJoint Ventures and Strategic Alliances: Key Considerations for Negotiation, Structuring & Drafting Terri Krivosha Maslon LLP
Joint Ventures and Strategic Alliances: Key Considerations for Negotiation, Structuring & Drafting Terri Krivosha Maslon LLP 1. What is a Joint Venture or Strategic Alliance? a. A relationship between
More informationDrafting Shareholder Agreements for Private Equity M&A Deals
Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information
More informationBusiness Start-ups. A guide to business terminology
Business Start-ups A guide to business terminology About Fox Williams LLP Our story is a little different to other City firms. As partners, we left our respective City practices in 1989 to found Fox Williams,
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements Japan Yuichiro NUKADA/Raku RAKU Anderson Mori & Tomotsune 1. Are shareholders agreements frequent in Japan? Shareholders agreements are frequently used in Japan. Even
More informationTHE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES
THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF. LIMITED (the "Company") (Company Number:.. ) (Adopted by special resolution passed on 2017) 1. Interpretation 1.1.
More informationEffectively Negotiating With a Venture Capitalist
Effectively Negotiating With a Venture Capitalist Alan Kraus Alan Zeiger Wayne Kimmel Ben Franklin Technology Partners Blank Rome LLP ETF Venture Fund Thomas Petro Steve Hobman Moderated by: Fox Chase
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements Luxembourg Arendt & Medernach Guy Harles and Saskia Myners 1. Are shareholders agreements frequent in Shareholders agreements are common practice in Luxembourg, notably
More informationReal Estate Joint Ventures: Opportunities and Legal Risks Strategies to Negotiate and Structure the JV Operating Agreement
presents Real Estate Joint Ventures: Opportunities and Legal Risks Strategies to Negotiate and Structure the JV Operating Agreement A Live 90-Minute Teleconference/Webinar with Interactive Q&A Today's
More informationThe Business Divorce: Maximizing Value For Clients in Property Settlements Houston Bar Association - Family Law Section, October 7, 2015
The Business Divorce: Maximizing Value For Clients in Property Settlements Houston Bar Association - Family Law Section, October 7, 2015 Today s Presenters from Diamond McCarthy LLP Ladd Hirsch Partner
More informationSubcontracting. Module 7
Subcontracting A guide to the legal implications of the Industry Standard Partnering Agreement for voluntary, community and social enterprise organisations Module 7 Dispute resolution, implications of
More informationFORMATION OF MULTI-MEMBER LIMITED LIABILITY COMPANY CHECKLIST
I. GENERAL. A. Name. The name must include limited liability company, LLC, L.L.C., Limited, ltd. or ltd. Cannot include Corp. etc. B. Formation Date. C. Effective Date of Operating Agreement. D. Members.
More informationProspectus. F&C Investment Funds ICVC III
Prospectus F&C Investment Funds ICVC III (An open-ended investment company with variable capital incorporated with limited liability and registered in England and Wales under registered number IC105 and
More informationShareholder Agreements Things to talk about and consider before drafting an agreement
Shareholder Agreements Things to talk about and consider before drafting an agreement Last reviewed: 21 July 2018 74 Victoria Parade Rockhampton QLD 4700 PO Box 111 Rockhampton QLD 4700 T +61 7 4931 1888
More informationBusiness Consulting for. Greater Profitability
Business Consulting for Greater Profitability Consulting Services Consulting services are all the services DMJ provides outside of traditional Accounting, Auditing, and Tax. We hope these can be some of
More informationJapan TRANSACTIONS. Asa Shinkawa and Masaki Noda. Nishimura & Asahi
Japan Asa Shinkawa and Masaki Noda 1 Types of private equity transactions What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity
More informationYou have your idea, your business plan and an office to work from but in order to get your business off the ground you need money.
RF CORPORATE JV CONTRACTUAL JV COLLABO You have your idea, your business plan and an office to work from but in order to get your business off the ground you need money. In the early stages of a business
More informationAnalysis of Transaction Documents for Private Equity Transactions
Analysis of Transaction Documents for Private Equity Transactions Transaction Support Lab at: Mumbai Mumbai-Kandivli Thane Baroda Ahmedabad www.shbathiya.com This research paper on the Analysis of Transaction
More informationFundraising. Investment. Transactions. Exits
United Arab Emirates Amjad Ali Khan Afridi & Angell www.practicallaw.com/6-500-6174 MARKET TRENDS AND ACTIVITY 1. Please describe briefly the private equity market in your jurisdiction, in particular:
More informationSelect Issues in Academic Medical Center Joint Ventures. Brian Browder Waller Lansden Dortch & Davis, LLP January 2013
Select Issues in Academic Medical Center Joint Ventures Brian Browder Waller Lansden Dortch & Davis, LLP January 2013 In response to the changing reimbursement and healthcare regulatory environment as
More informationReal Estate Joint Ventures - Key Issues
Real Estate Joint Ventures - Key Issues Wendi Kotzen, Esq. (215) 864-8305 KotzenW@ballardspahr.com Sara McCormick, Esq. (215) 864-8734 McCormickS@ballardspahr.com General Topics 1. Economics Contributions,
More informationTerm Sheets for Advanced and Financing Rounds
Term Sheets for Advanced and Financing Rounds Dr. Christian Wenger Dr. Beat Speck Zurich, Oktober 25, 2011 1 Introduction The Speakers Handouts Raise your voice! Zurich, Oktober 25, 2011 2 1 Agenda 1.
More informationNegotiating Series A Term Sheets
Negotiating Series A Term Sheets Benjamin M. Hron Bhron@mccarter.com 617.449.6584 @HronEsq James F. Coffey jcoffey@mccarter.com 617.449.6533 @hopbos Twitter #mecic 11.20.13 Refresher: What is a Term Sheet
More information(Collectively the Company and the Shareholder are the Parties ).
Summary Terms for a Shareholder s Agreement THIS AGREEMENT made as of the day of [], 200[]. A M O N G: [Insert: Investor], ( Shareholder ) - and [Insert: Full Legal Name of the Company] (the Company )
More informationBALTIC M&A DEAL POINTS STUDY 2016
BALTIC M&A DEAL POINTS STUDY 2016 Baltic M&A Deal Points Study 2016 This new edition of the Baltic M&A Deal Points Study is conducted by the legal and regulatory committees and working groups of the: Estonian
More informationJOINT VENTURES. Meredith J. Kane, Esq. Paul Weiss Rifkind Wharton & Garrison LLP New York, New York. and
JOINT VENTURES by Meredith J. Kane, Esq. Paul Weiss Rifkind Wharton & Garrison LLP New York, New York and Gerald W. Blume, Esq. Rockefeller Group Development Corporation New York, New York Joint Ventures
More informationStockholder Agreements and Other Corporate Arrangements
and Other Corporate Arrangements Based on Presentation for NCET2 Course on Researcher Commercialization March 4, 2009 T: 646.861.7222 F: 646.810.8785 sleaf@leaflegal.com www.leaflegal.com My Legal Practice
More informationStephanie Winer Schreiber, Shareholder, Buchanan, Ingersoll & Rooney PC, Pittsburgh
Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information
More informationA COMMUNITY BANKER S NUTS AND BOLTS APPROACH TO MERGERS AND ACQUISITIONS
A COMMUNITY BANKER S NUTS AND BOLTS APPROACH TO MERGERS AND ACQUISITIONS By: Dave Muchnikoff, a partner at Silver Freedman & Taff, L. L.P., Washington, D.C., representing financial institutions and their
More informationProspectus of Zurich Investment Funds ICVC
Prospectus of Zurich Investment Funds ICVC (An open-ended investment company incorporated with limited liability and registered in England and Wales under registered number IC001030) IMPORTANT: IF YOU
More informationCALL OPTION AND INVESTOR RIGHTS AGREEMENT
CALL OPTION AND INVESTOR RIGHTS AGREEMENT IMPORTANT NOTES: (1) This is an example of the agreement that you will be asked to enter into with investors if you are selected as the winner of the "Elevator
More informationIntroduction. PEs: the invesment process and the Value Creation
Introduction PEs: the invesment process and the Value Creation 1 Contents - Introduction - PE Stages and Investment Process - Initial Strategic Definition: Types of deal and PEs - Deal Sourcing - Initial
More informationBusiness Combinations Summary of the IASB s proposals for a new approach to business combinations and non-controlling interests
A SSURANCE AND A DVISORY BUSINESS S ERVICES I NTERNATIONAL FINANCIAL R EPORTING S TANDARDS!@# Business Combinations Summary of the IASB s proposals for a new approach to business combinations and non-controlling
More informationShareholder and LLC Member Rights
Shareholder and LLC Member Rights Drafting, Disputes & Dilemmas Thursday, March 13, 2014 Introduction Yep, we are in Delaware. 2 Overview Typical provisions in Shareholder Agreements Special provisions
More informationMINEAFRICA: 5TH FOCUS ON WEST AFRICA
MINEAFRICA: 5TH FOCUS ON WEST AFRICA KEY FEATURES OF JOINT VENTURES IN THE AFRICAN MINING INDUSTRY Yann Alix 13 October 2015 KEY FEATURES OF JOINT VENTURES IN THE AFRICAN MINING INDUSTRY Introduction I
More informationTHE BRITISH BUSINESS ANGELS ASSOCIATION AND EVERSHEDS LLP IMPROVING THE INVESTMENT PROCESS: THE STANDARD LEGAL DOCUMENTS AND HOW TO USE THEM
THE BRITISH BUSINESS ANGELS ASSOCIATION AND EVERSHEDS LLP IMPROVING THE INVESTMENT PROCESS: THE STANDARD LEGAL DOCUMENTS AND HOW TO USE THEM June 2008 1 CONTENTS 1 INTRODUCTION... 3 2 THE INVESTMENT PROCESS...
More informationLegal Due Diligence for M&A/ Investment in Europe. Donald Hess
Legal Due Diligence for M&A/ Investment in Europe Donald Hess February 29, 2012 Why do companies do M&A deals? Access to new markets Growth in market share Access to new brands Access to new products Access
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements Denmark Stig Bigaard BECH-BRUUN 1. Are shareholders agreements frequent in Denmark? Shareholders' agreements are frequent in Denmark. They are widely used in companies
More informationMergers & Acquisitions This course is presented in London on: 4-7 October 2016, January 2017, 9-12 May 2017, 2-5 October 2017
Mergers & Acquisitions This course is presented in London on: 4-7 October 2016, 16-19 January 2017, 9-12 May 2017, 2-5 October 2017 The Banking and Corporate Finance Training Specialist Course Overview
More informationCROSS-BORDER HANDBOOKS 43
Private Equity 2009 Volume 2: Venture Capital Greece Greece Iro Stamataki, Kelemenis & Co www.practicallaw.com/4-385-0717 Market 1. Please describe briefly the venture capital market in your jurisdiction,
More informationTEAMING AGREEMENTS - WHAT SHOULD BE COVERED?
TEAMING AGREEMENTS - WHAT SHOULD BE COVERED? Introduction 1. This paper deals with the teaming of two entities to bid for a specific contract. We set out the legal issues you will need to consider when
More informationMergers & Acquisitions
Mergers & Acquisitions This course is presented in London on: 15-18 May 2018, 22-25 October 2018 This course can also be presented in-house for your company or via live on-line webinar The Banking and
More information1. Company Name, Registered Office, Duration and Purpose of the Company
This is an unofficial translation of the original Articles of Incorporation in German language for information purposes only. Only the original version in German has legal effect. Articles of Incorporation
More informationCANDO 23 rd Annual National Conference A Guide to Business Valuation. What s it worth?
CANDO 23 rd Annual National Conference A Guide to Business Valuation. What s it worth? by Hugh G. Livingstone CPA, CGA, CBV October 6, 2016 www.crowemackay.ca Introduction of Crowe MacKay LLP Iain MacKay
More informationPilieroMazza Webinar Raising Capital Options for Small Business Government Contractors. September 27, 2017
PilieroMazza Webinar Raising Capital Options for Small Business Government Contractors September 27, 2017 Presented by Jon Williams, Partner jwilliams@pilieromazza.com (202) 857-1000 Kimi Murakami, Counsel
More informationMergers and Acquisitions in the Brewing Industry
715 Rollerton Road, Ste. 107 Charlotte, NC 28205 (704) 560-7119 Michael J. Denny Managing Partner Tel: (704) 560-7119 Email: michaeldenny@greenskylaw.com Bio: /attorneys Blog: www.beerlawmashing.com Twitter:
More informationTHE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION LIMITED. (Adopted by a special resolution passed on 201 )
THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION of LIMITED (Adopted by a special resolution passed on 201 ) Index Clause No. Page No. 1. Introduction... 1 2. Definitions...
More informationPOSSIBLE DISCLOSEABLE TRANSACTION POSSIBLE FORMATION OF A JOINT VENTURE AND POSSIBLE PROVISION OF FINANCIAL ASSISTANCE
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationEstonia Negotiated M&A Guide
Estonia Negotiated M&A Guide Corporate and M&A Law Committee Contacts Tanel Tark and Hannes Küün TARK Tallinn, Estonia tanel.tark@tark.legal hannes.kuun@tark.legal I Introduction Estonian M&A transactions
More informationFinancial Valuation of an Imaging Center: The Fundamental Issues
Financial Valuation of an Imaging Center: The Fundamental Issues March 7, 2009 Kirk A. Rebane, ASA, CFA Managing Director Haverford Healthcare Advisors 0 Disclosure: Nothing to Disclose Overview I. Reasons
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions Promoted Interest, Carried Interest, Cash Flow Splits
More informationMBF1223 Financial Management Prepared by Dr Khairul Anuar
MBF1223 Financial Management Prepared by Dr Khairul Anuar L1 Raising Capital www.mba638.wordpress.com Learning Objectives 1. Describe the life cycle of a business. 2. Understand the different sources of
More informationPre-IPO investments in Hong Kong October 2014
Pre-IPO investments in Hong Kong October 2014 www.charltonslaw.com 0 Index Page Pre-IPO equity investment 2 Pre-IPO investment in convertible instruments 11 Cornerstone investors 18 About Charltons 21
More informationAdopted by the State Duma on November 24, Chapter I. General Provisions
FEDERAL LAW NO. 208-FZ OF DECEMBER 26, 1995 ON JOINT- STOCK COMPANIES (with the Additions and Amendments of June 13, 1996, May 24, 1999, August 7, 2001, March 21, October 31, 2002, February 27, 2003, February
More informationPresentation on pre-ipo investments.
Presentation on pre-ipo investments www.charltonslaw.com 0 Index Page Disclaimer 2 Pre-IPO equity investment 3 Pre-IPO investment in convertible instruments 12 Cornerstone investors 19 About Charltons
More informationFOOTBALL CLUB FINANCING
FOOTBALL CLUB FINANCING Presented by Paul Gray and Lewis Gaut 29 November 2018 www.dlapiper.com UKG/93016556.1 29 November 2018 0 Chair & Presenters Nick Fitzpatrick Partner & Global Co-Chair, Media, Sport
More informationLAZARD US FUNDAMENTAL ALTERNATIVE FUND
If you are in any doubt about the contents of this Supplement, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. The Directors of Lazard Global
More informationPROPOSED DISPOSAL OF SHARES IN UE E&C LTD.
(Company Registration No. 191200018G) (Incorporated in Singapore) PROPOSED DISPOSAL OF SHARES IN UE E&C LTD. 1. THE PROPOSED DISPOSAL 1.1 Term Sheet and Irrevocable Undertakings The Board of Directors
More informationIMPORTANT: IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER. PROSPECTUS VT AJ BELL ICVC
V036\028\EH7018532.7 IMPORTANT: IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER. PROSPECTUS OF VT AJ BELL ICVC (An open-ended investment company
More informationHUTCHISON AND VODAFONE AGREE TO MERGE AUSTRALIAN TELECOM OPERATIONS TO FORM A 50:50 JOINT VENTURE
9 February 2009 HUTCHISON AND VODAFONE AGREE TO MERGE AUSTRALIAN TELECOM OPERATIONS TO FORM A 50:50 JOINT VENTURE Vodafone and Hutchison Telecommunications (Australia) Limited ( HTAL ), a listed subsidiary
More informationWorking capital adjustments: Ensuring that the price is really right
Working capital adjustments: Ensuring that the price is really right June 08, 2016 Samantha Horn Working capital adjustments have evolved. No longer are they merely a means of addressing the pricing challenge
More informationCompany Valuation. Gideon Shalom Bendor Managing Partner
2 Company Valuation Gideon Shalom Bendor Managing Partner Why try to value a company? Investment purpose M&A and Pre-IPO Tax (409A) Financial Reporting (PPA, ASC 820) ESOP (Employee Stock Option Plan,
More informationRAISING FINANCE. Key Contracts. Commercial Contracts. Contractual JV. Collaboration. Design. Protecting IP. Key IP Rights. Development & Production
RAISING FINANCE Key Terms of Occupation Lease Key Protections Rent & Other Charges Joint Ventures JV Commercial CC Business Premises BP Corporate JV Contractual JV Employees E Managing Risk Accounting
More informationM&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL
M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL Agenda Overview of the Acquisition Process Basic Forms of Acquisitions Basic Issues To Consider In Structuring The Deal Select Public
More informationAdvanced Structuring of LBOs & Private Equity Transactions
Advanced Structuring of LBOs & Private Equity Transactions A comprehensive examination of PE reviewing the 3 stages from PE, lender, advisors, management and investor s perspective This course is presented
More informationCHARTER OF JOINT STOCK COMPANY «First Tower Company»
APPROVED by the General Meeting of Shareholders of PJSC MegaFon September, 2016 CHARTER OF JOINT STOCK COMPANY «First Tower Company» Moscow CONTENTS Article 1. General Information... 3 Article 2. Trade
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements Montenegro Ivan Nonković Karanovic&Nikolic Law Office, Belgrade, Serbia 1. Are shareholders agreements frequent in Montenegro? No. Montenegrin laws generally speaking
More informationSuccessful Dealmaking in Today s Challenging Environment: What you need to know
Hogan & Hartson in partnership with the Association of Corporate Counsel Europe Successful Dealmaking in Today s Challenging Environment: What you need to know Tuesday, April 13, 2010 Hogan & Hartson L.L.P.
More informationProspectus of CF Woodford Investment Funds II
Prospectus of CF Woodford Investment Funds II Sub-Fund CF Woodford Income Focus Fund (An open-ended investment company incorporated with limited liability and registered in England and Wales under registered
More informationASSET AND SHARE PURCHASE AGREEMENTS
ASSET AND SHARE PURCHASE AGREEMENTS Brian Ludmer, B.Comm., LLB., (416) 781-0334 brian@ludmerlaw.com Presentation to Insight Information Negotiating and Drafting Major Business Agreements Toronto, February
More informationAdvanced Structuring of LBOs & Private Equity Transactions
Advanced Structuring of LBOs & Private Equity Transactions A comprehensive examination of PE reviewing the 3 stages from PE, lender, advisors, management and investor s perspective This Course Can Be Presented
More informationGOODWILL IMPAIRMENT TESTING Comparison of IFRS v GAAP
1 GOODWILL IMPAIRMENT TESTING Comparison of IFRS v GAAP Georg Gollnow PriceWaterhouseCoopers Jim Catty International Association of Consultants Valuators and Analysts 2 Necessity The recent sharp decline
More informationStructuring Waterfall Provisions in LLC and Partnership Agreements Navigating Complex Distribution Structures, Minimizing Negative Tax Consequences
Presenting a 90-Minute Encore Presentation of the Webinar with Live, Interactive Q&A Structuring Waterfall Provisions in LLC and Partnership Agreements Navigating Complex Distribution Structures, Minimizing
More informationStranger Holdings plc (Incorporated in England and Wales with Registered No )
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial Services and Markets
More informationTackling the Unique Challenges in a Cross-Border Joint Venture
Tackling the Unique Challenges in a Cross-Border Joint Venture Dallas Bar Association International Law Section Monthly Luncheon Jorge Gonzalez Mo Alturk October 17, 2017 What is a cross-border joint venture?
More informationRetaining a Chartered Business Valuator:
THE MNP VALUATION GUIDANCE SERIES Retaining a Chartered Business Valuator: A Guide for Lawyers, Accountants and their Clients The MNP Valuation Guidance Series MNP LLP s Chartered Business Valuators provide
More informationCorporate Antitrust: More of the Same or a Changing Face of Government Enforcement? November 2, 2006
Corporate Antitrust: More of the Same or a Changing Face of Government Enforcement? November 2, 2006 Topics 1. An Increasing spotlight on minority shareholder investment what are the limits? Current regulatory
More informationPrivate Equity Fund Formation: Overview
Private Equity Fund Formation: Overview Resource type: Practice Note: Overview Status: Published on 22 Dec 2016 Jurisdiction: Canada This Practice Note provides an overview of private equity (PE) funds
More informationConstitution. Ardent Leisure Limited
Ardent Leisure Limited (as adopted by Special Resolution dated 02 November 2010) (as amended by Ordinary Resolution dated 27 October 2011) (as amended by Special Resolution dated 30 October 2012) (as amended
More informationCompetition Act Regulates Mergers & Acquisitions by Foreign and Canadian Companies
Competition Act Regulates Mergers & Acquisitions by Foreign and Canadian Companies By Janny Cho February 28, 2018 What is the Competition Act? The Competition Act ( CA ) is a federal statute administered
More information