The United States Department of Justice (DOJ) recently announced a new department-wide Mergers & Acquisitions Safe Harbor Policy that protects acquiring companies that self-disclose criminal misconduct discovered at an acquired company. For acquiring companies that promptly and voluntarily disclose criminal misconduct, fully cooperate in the government’s investigation, and provide timely remediation, restitution, and disgorgement of
As we have discussed previously, proximity to sensitive U.S. Department of Defense military bases and operations, such as testing ranges, is an important element of many reviews by the Committee on Foreign Investment in the United States (“CFIUS”, or the “Committee”). Perhaps the most famous example being President Obama’s 2012 Executive Order directing the Ralls
On August 9, after months of deliberations, President Biden issued a new Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern (the “EO”). Simultaneously, the Department of the Treasury issued a draft advance notice of proposed rulemaking seeking public comment on the Executive Order’s implementing regulations.
Recently the Committee on Foreign Investment in the United States (“CFIUS”, or the “Committee”) announced three changes that impact how the Committee evaluates foreign investments in U.S. businesses. While the changes appear minor, the modifications provide CFIUS with even greater capabilities to ensure protection of U.S. national security.
“Springing Rights” are No Longer an Option.
On December 29, 2022, President Biden signed into law the Consolidated Appropriations Act, 2023. The law directs the Department of the Treasury, in coordination with the Department of Commerce and other Federal partners, “to consider establishing a program to address the national security threats emanating from outbound investments from the United States in certain sectors
The Bureau of Economic Analysis is required to conduct a national survey of foreign direct investment in the United States every five years, and all U.S. companies with non-US persons owning or controlling, directly or indirectly, 10% or more of the voting equity that company are required to complete a Benchmark Report in 2023. This
By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal.
The locked box structure replaces the traditional “completion accounts” mechanism, with its cumbersome process of preparing and agreeing accounts as
On January 25, Dorsey attorneys, Brian Burke, Amelia Messa and Jonathan Van Horn presented a review of corporate, alternative entity and antitrust law developments of interest to the M&A practitioner, including the latest Delaware court decisions. Highlights from this presentation include discussion on appraisal rights, fraud, SPACs, non-competition agreements, choice of law, change in control
Dorsey has recently published a 2023 Private Funds Compliance Calendar. The calendar includes obligations and deadlines that could potentially apply to an SEC-registered investment adviser, or CFTC-registered commodity pool operator, or a commodity trading advisor that advises private funds. The calendar is available here.
The Financial Crimes Enforcement Network (“FinCEN”) issued final regulations in 2022 to implement the revised “beneficial ownership information” disclosure rules for legal entities (the “Final Rule”) under the Corporate Transparency Act (“CTA”), which is part of the comprehensive revisions to U.S. anti-money laundering statutes included in the Defense Appropriations Act of 2021.
Specifically, the Final