Jeff Peterson, Author at The Law Offices of Jeff Peterson

MATERIALITY SCRAPES IN M&A AGREEMENTS

October 23, 2020 in Mergers & Acquisitions, News /by Jeff Peterson

A materiality scrape is a provision in the agreement that provides that when determining either: (1) whether a representation or warranty in the agreement has been breached; and/or (2)…

INDEMNITY PROVISIONS IN AGREEMENTS FOR SALE OF A BUSINESS

October 20, 2020 in Mergers & Acquisitions, News /by Jeff Peterson

When business owners receive an agreement for the purchase of their business, it is easy to feel lost in a sea of legalese. The agreement generally can be anywhere from 40 to 100-plus pages, covering a broad range of representations and warranties, tax matter procedures and so on.

NEGOTIATING FAVORABLE TAX TREATMENT OF EARNOUTS

October 19, 2020 in Mergers & Acquisitions, News /by Jeff Peterson

If a company’s owners are negotiating a sale of their business, one facet of compensation the buyer may propose is an earnout.

NEGOTIATING AN ENGAGEMENT AGREEMENT WITH AN INVESTMENT BANKER

October 18, 2020 in Mergers & Acquisitions, News /by Jeff Peterson

A company looking to sell its business will often engage an investment banker to assist in the process. The right investment banking firm can help a company sell its business for substantially more than it otherwise would have.

ADDRESSING IMPORTANT DEAL POINTS IN YOUR LETTER OF INTENT

October 17, 2020 in Corporate Transactional Law, News /by Jeff Peterson

The fact that the letter of intent is non-binding and chiefly addresses business points of the deal sometimes lulls business owners into a sense of complacency on the legal aspects of the deal, with the mindset being that the lawyers can hash out the legal terms later.

BNP PARIBAS TO USE BLOCKCHAIN PLATFORM TO ISSUE MINIBONDS

September 21, 2020 in Corporate Transactional Law, Personal /by Jeff Peterson

Blockchain technology is a way to structure data – here, the pertinent details of securities transactions – as a digital ledger of sorts across a network of computers. Pursuant to the French government’s initiative to allow private companies to issue minibonds with the use of crowdfunding platforms, BNP Paribas Securities Services has just announced it will expand its blockchain program for private stocks to allow private companies to issue minibonds via such platforms.

BIG DATA IN LAW: FINDING THE RIGHT HORSE TO BACK IN COURT

September 16, 2020 in Corporate Transactional Law /by Jeff Peterson

Now it appears that data analysis is finding its way into an offshoot of the legal industry that has been steadily growing over the past fifteen years: lawsuit funding. An article in the National Law Review (link below) details the startup Legalist, which uses an algorithm to identify promising civil lawsuits to finance in exchange for a portion of the settlement or judgment.

DELAWARE CHANCERY CASE HAS SIGNIFICANT IMPLICATIONS ON USE OF SUPERMAJORITY PROVISIONS WITH DELAWARE CORPORATIONS

February 13, 2017 in Corporate Transactional Law, News /by Jeff Peterson

A recent case from the Delaware Chancery Court has cast doubt on the validity of bylaws containing supermajority voting requirements on items where Delaware’s General Corporation Law (“DGCL”) contains a specific voting threshold.

SEC CHARGES CHINESE NATIONAL CITIZENS WITH INSIDER TRADING, OBTAINS ORDER FREEZING $29 MILLION IN U.S. ACCOUNTS

February 13, 2017 in News, Securities Law /by Jeff Peterson

The Securities and Exchange Commission announced Friday that it obtained an emergency court order freezing brokerage accounts holding more than $29 million in allegedly illegal profits from insider trading that took place prior to the April 2016 acquisition of DreamWorks Animation SKG, Inc. by Comcast Corp.

UBS ANNOUNCES HONG KONG SECURITIES REGULATORS INVESTIGATING ITS WORK ON IPOS

October 30, 2016 in News /by Jeff Peterson

Now, there’s news this week that Hong Kong’s Securities and Futures Commission is investigating UBS’s conduct in sponsoring IPOs. UBS made the announcement in its most recent quarterly earnings report. UBS announced that the Commission gave notice it would take action against the company and certain unnamed employees for their work in sponsoring IPOs.

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