Corporate and M&A



This is a TAGLaw Specialty Group, which is open to TIAG members. 

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Meet the Co-chairs - TIAG


Chapman, Simon
Burgis & Bullock
simon.chapman@burgisbullock.com


Palatnik, Seth
FGMK, LLC
spalatnik@fgmk.com


Meet the Co-chairs - TAGLAW


Adler, Anthony
Mitchell Silberberg & Knupp LLP
aaa@msk.com


Meet the Co-chairs - TAG-SP


Welten, Bernhard
Kanzlei Welten
bernhard.welten@kanzleiwelten.com


Nobody can claim to be an expert on Brexit, after all, nobody knows exactly what will happen and when it will happen. In the business world this leaves companies with two options: to wait and see what happens and react accordingly, or to anticipate that there will be change, determine what the potential impact could be, understand what can we do now and in the following months to safeguard our businesses and ideally position ourselves to thrive.

Read the entire article.

Three quarters of the purchase price in M&A deals is represented by goodwill and intangible assets according to the 2017 Purchase Price Allocation Study from PPAnalyser.  The report highlights the importance of identifying and measuring the value of intangible assets to support the rationale of an acquisition.

Unsurprisingly, transactions in the services sector have the highest proportion of intangible assets and goodwill at 84% of the deal value.  However, somewhat unexpectedly manufacturing has the highest proportion of intangible assets at 41% which, together with goodwill of 35%, means that 76% of the purchase prices in this sector are represented by non-tangible assets.  The mining, wholesale trade, and retail sectors have the lowest proportions of intangible assets.

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This compilation attempts to provide entrepreneurs considering a potential M&A sale transaction in India for their privately-held companies with a birds-eye overview of the M&A sale transaction process in India and insights into some of the noteworthy deal points typically negotiated by the parties. While not a comprehensive review of all the aspects and issues involved in doing a M&A sale transaction, it attempts to provide entrepreneurs with a reasonable idea of what to expect from the process and such deal points. An attempt has been made to capture the Indian context in transactions and the regulatory nuances associated with the M&A sale transaction in India. 

Read more: An Entrepreneur's Guide to the M&A Sale Transaction Process in India

Author: Chris Laughton

The Recast EIR came into force in the UK, as in all EU member states except Denmark, on 26 June 2017. Its full title is Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings (recast).

Useful Insolvency Service guidance explains that the Recast EIR “deals with cross-border jurisdiction, cooperation, recognition and enforcement of insolvency proceedings in the EU, [and] replaces EC Regulation (1346/2000) (the original Regulation) making changes to existing provisions and introducing areas of new policy.”

Read more: The Recast European Insolvency Regulation (the “Recast EIR”)

Contact: Wayne Berkowitz, CPA, J.D., LL.M.

It's called the Freelance Isn't Free Act (FIFA) and as of May 15, 2017 it has changed the playing field for those who hire freelancers in New York City. Businesses using freelancers are well advised to review and revise their practices in light of the new rules.

The Basics

Under FIFA, a freelancer is defined as any natural person or organization composed of no more than one person that is hired or retained as an independent contractor to provide services in exchange for compensation. Excluded from FIFA are salespersons working as independent contractors, practicing lawyers, and licensed medical professionals. Engagements with freelancers must amount to $800 or more calculated over a 120 day period in order to be subject to the new rules. FIFA requires that companies engaging freelancers to provide the qualifying amount of services must enter into a written contract.

Read the entire article.