In a previous post, we discussed the importance of considering anti-corruption and bribery risks when engaging in international transactions. In connection with the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, Canada, the US and the UK, as well as an increasing number of legislatures around the world have implemented legislation forbidding the transfer of benefits for the purpose of influencing foreign officials. Companies charged under the Canadian Corruption of Foreign Public Officials Act (CFPOA) are criminally prosecuted, and can be forced to pay unlimited fines in addition to suffering irreparable reputational … Continue Reading
It is a well-established principle in Canada that where two corporations amalgamate, the new, continuing corporation assumes all of the liabilities and obligations of each of the constituent corporations. In order to avoid this consequence, businesses seeking to make acquisitions may decide to structure their transactions in a way that allows them to choose which liabilities to assume. In theory, this type of transaction, an asset acquisition, can be structured such that the liabilities, if any, which are assumed by the purchaser are specifically identified in the agreement and accounted for in the purchase price.
The ability to limit liability … Continue Reading
Join us on Thursday, September 19, 2013, for a webinar on FCPA successor liability issues.
This program will provide an inside look at recent FCPA enforcement trends of the DOJ and SEC in connection with successor liability, including guidance the enforcement agencies have provided regarding M&A due diligence and current industry specific focus areas.
This presentation will:
- discuss recent enforcement actions
- explore trends in the agencies’ enforcement activity
- offer practical and effective strategies and analysis procedures when considering an acquisition that presents FCPA risk to the acquiror
- Marsha Gerber – Norton Rose Fulbright
- Kevin M. McDonald –