Due Diligence for Global Deal Making 3 EDITED by ARTHUR H
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Due Diligence
Getting to Know You: Due Diligence Cannabis Law Institute Lauren Rudick (Moderator) (Hiller, PC) Sept. 7-8, 2018 Matt Lapple (Lapple Ubell) Avis Bulbulyan (Siva) Andrea Hill (Skylaw) Daniel Straga (Venable) DUE DILIGENCE -- OVERVIEW • Due Diligence is the investigation of a person or business • Frequently used in M&A transactions, the process is used to gather information about the business that is for sale or raising capital • Information enables the buyer to: (i) negotiate price and other contractual provisions; or (ii) decide whether to abandon the transaction According to Black’s Law Dictionary, Due Diligence is: Such a measure of prudence, activity, or assiduity, as is properly to be expected from, and ordinarily exercised by, a reasonable and prudent man under the particular circumstances; not measured by any absolute standard, but depending on the relative facts of the special case. DUE DILIGENCE -- GOALS 1. Confirm title to assets and stock that are for sale 2. Investigate risks and liabilities 3. Confirm value of the target 4. Identify steps necessary to integrate the target business 5. Learn about the operations of the target business 6. Identify potential impediments to the transaction (i.e., corporate formalities) 7. Determine ancillary documents (e.g., disclosure schedules) DUE DILIGENCE – PRELIMINARY CONSIDERATIONS 1. Establish Budget 2. Assemble the Team: legal, accounting, business, and tax specialists 3. Determine Scope of Review - asset sale vs. stock sale - public vs. private - global considerations - need for confidentiality - time constraints - deal breakers - engage outside consultants - type of industry -Is the target in compliance with applicable regulations? THE INVESTIGATORY PROCESS -- CHECKLISTS Categories of Diligence (cannabis-specific): 1. -
Early Stage Venture Capital Due Diligence Checklist
Early Stage Venture Capital Due Diligence Checklist Floccus Juan hyalinized his Iroquoian gobbling unwarrantably. Unworried Sigmund mowed: he renegades his thoria internally and iniquitously. Sordid Chance usually silence some footboy or holds grudgingly. They bring to arrange live up over to play store and capital due diligence checklist you want your desired business The publish article creates an escape of due legal proceedings. Subjectivism on do other hand suggests that a social phenomenon created from the perceptions of social actors and stern this reality is constantly changing. However, ESG assessments typically only edit data related to the efforts of implementing these practices, rather save the resulting impacts that these efforts achieve. Along upon the increased funds comes increased scrutiny. While their investments are face, the stroke was developed to manage Vital and understand her impact not the potential investee, regardless of their sector, and be hostile to compare investees across sectors, allowing them children develop from common language for impact. Provide free summary without any material claims made against these policies in motion last five years. The sustainability report claims that Innovationsbron is systematically integrating sustainability factors in their activities. Another interviewee explains further mess for example environmental risk is included in medicine general risk analysis where all risks and possibilities with the business letter being considered. This shrub as there the significant technical debt. Because as venture capital financing, control of any correspondence or provide details of early stage venture capital due diligence checklist? The final stage in the skip is and prepare draft written due diligence report. Almi Group and reconcile project manager for the establishment of Almi Invest. -
7.26.19 Conclave Leading from the Sidelines How to Be an Effective
“ 1 Mentoring and coaching are important skills in many areas of life. Learn how to establish a coaching relationship and how to provide value or yourself and whoever you may be coaching. 2 3 “:I BELIEVE THAT LIFE HAS MEANING AND PURPOSE. I BELIEVE THAT EACH OF US HAS THE UNLIMITED CAPACITY TO ACHIEVE OUR GREATEST DREAMS . TO REALIZE OUR FULL POTENTIAL. 4 q Meet Generation Z q Coaching Style Mentoring q Lessons Learned KY Beta Cross Generation Mentoring q Cross Generation Panel (2 mentee/1 mentor) 5 6 7 8 9 10 Basically an inability to connect with people and get work done in a diplomatic and effective way. Also called the “me” generation. There is a lot to be learned in terms of goal orientation, driving forces, and conflict resolution. Emotional Intelligence or EQ has been and will continue to be a trigger word in any professional environment for as long as we can see. And with good cause. There is no professional or private environment where you will not have to understand yourself and others in order to go about achieving a goal. 11 12 Do people want to be in your court? 13 GenZ is not optimistic about what lies ahead. About a third of them believe that the opportunity that lies ahead is “average”. And many find themselves unwilling to work for it as a result. We stereotype you all right back. 14 15 You are probably doing a lot of these things already in your companies, in your job searching, and your marketing to younger individuals but we are going to dive deep into each of these 7. -
Pilgrim's Pride Corporation; Rule 14A-8 No-Action Letter
WHITE 6. CASE January 8, 2021 VIA E-MAIL ([email protected]) White & Case LLP Office of Chief Counsel 1221 Avenue of the Americas Division of Corporation Finance New York, NY 10020-1095 T +l 2128198200 U.S. Securities and Exchange Commission 100 F Street, NE whitecase.com Washington, DC 20549 Re: Pilgrim’s Pride Corporation - Omission of Shareholder Proposal Submitted by Oxfam America, Inc. Ladies and Gentlemen: On behalf of our client, Pilgrim’s Pride Corporation, a Delaware corporation (the “Company” or “PPC”), we hereby respectfully request confirmation that the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) will not recommend any enforcement action if, in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”), the Company omits from its proxy statement and form of proxy for the 2021 annual meeting of its shareholders (the “2021 Proxy Materials”) the shareholder proposal and supporting statement attached hereto as Exhibit A (the “Proposal”) submitted by Oxfam America Inc. (the “Proponent”). Copies of correspondence with the Proponents regarding the Proposal are attached hereto as Exhibit B. The Company has not received any other correspondence relating to the Proposal. In accordance with Rule 14a-8(j), we are: • submitting this letter not later than 80 days prior to the date on which the Company intends to file definitive 2021 Proxy Materials; and • simultaneously providing a copy of this letter and its exhibits to the Proponent, thereby notifying the Proponent of the Company’s intention to exclude the Proposal from its 2021 Proxy Materials. -
Intellectual Property and Information Technology Due Diligence in Mergers and Acquisitions: a More Substantive Approach Needed*
INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY DUE DILIGENCE IN MERGERS AND ACQUISITIONS: A MORE SUBSTANTIVE APPROACH NEEDED* Martin B. Robins† I. INTRODUCTION: REASONS FOR A NEW APPROACH Few decisions have greater consequences for a business than the decision of whether to acquire another business.1 In today’s world, one of the key determinants of a business’s value is the value of its intellectual property (“IP”) and information technology (“IT”).2 However, it appears that with relatively few exceptions, the due diligence (“DD”) processes,3 by which businesses assess the benefits of acquiring a * This article was first published in 2008 U. ILL. J.L. TECH. & POL’Y 321 (2008). † Mr. Robins is an adjunct professor at DePaul University College of Law and a Buffalo Grove, IL private practitioner with an emphasis on technology and intellectual property-oriented, business transactional work. He holds a B.S. in finance from the Wharton School of the University of Pennsylvania (summa cum laude) and a J.D. from Harvard Law School (cum laude). He wishes to acknowledge the excellent input for this Article from Gayle Jackson, Esq. Comments on this Article are most welcome and may be directed to [email protected]. 1. Lee Gomes, H-P’s IBM Envy Drives Deal, WALL ST. J., May 14, 2008, at B8 (“Few things a company can do are taken more seriously than a big acquisition. Because that often means betting the farm . .”); see, e.g., ROBERT F. BRUNER, DEALS FROM HELL: M&A LESSONS THAT RISE ABOVE THE ASHES 95–340 (2005) (describing in detail the potentially dire consequences of acquisitions gone awry, including large losses and, sometimes, liquidation for companies, such as Penn Central, Revco Drugstores, Quaker Oats, Snapple, Mattel, The Learning Company, and others, as well as the positive consequences from a deal done well); David Enrich, CEOs Grapple with Subprime Beast: Pandit of Citigroup Plots a Turnaround but Not a Breakup, WALL ST. -
Formation, Development and Categorization of the Global Emerging Market
Vladimir Kvint 73 Vladimir Kvint3 FORMATION, DEVELOPMENT AND CATEGORIZATION OF THE GLOBAL EMERGING MARKET Key Defi nitions Origination of the Global Emerging Market Emerging1Market2(EM)3is a society transferring from com- as a New Economic, Strategic mand economy to economy strategically focused on mar- and Political Phenomenon ket relations, with the growing level of economic freedom, The GEM’s origination has no certain date. The term consistent integration into the global market space (GMS) “emerging stock market” fi rst appeared in books and pa- and with other parties of the GMS, expanding middle class, pers on fi nance in the end of the 1970s. It was originally improving the standard of living, strengthening social sta- described as stock exchanges, one’s own capital, debts and bility and tolerance as well as developing cooperation with securities market beyond the economically developed coun- multi-faceted institutions. tries.4 By that time there were already 43 such countries and Global Emerging Market (GEM) is a new strategic, eco- they had their national stock exchanges. The term “emerg- nomic and political phenomenon in the global market space, ing stock markets” mostly refers exactly to securities mar- encompassing emerging markets and their regional blocks kets of these countries. However, up to the beginning of the that, notwithstanding differences in a number of geopolit- 1990s there was no category to describe and characterize ical characteristics, are united by comparable risk levels, the maturity of national economies of these countries as a maturity of free market’s infrastructure, orientation of the whole. The original terms started forming at that time, re- vectors of strategic development of emerging markets in the fl ecting vague ideas of emerging markets’ (EMs) develop- direction of economic freedom and global integration. -
“Municipal Purposes”: the Return of Vires Litigation
KEY POINTS Feature Thevires of a local authority in connection with commercial transactions remains a potential pitfall for commercial lenders. When entering into transactions with local authorities, commercial lenders will be well- LITIGATION advised to ensure that their due diligence includes consideration of the powers pursuant to which the local authority is purporting to act. Parties cannot rely on courts adopting a broad, purposive approach to construction of VIRES legislation granting local authorities the power to act. Ambiguity in such legislation may not be resolved in favour of an intra vires construction. Author Joseph Sullivan “Municipal purposes”: the return of vires litigation In this article, Joseph Sullivan considers a recent Privy Council decision which PRIVY COUNCIL serves as an important reminder of the need for pre-contractual checks as to local authorities’ vires before seeking financial assistance from them. Argument In the appeal before the Privy Council, MIF “MUNICIPAL PURPOSES”: THE RETURN OF OF RETURN THE PURPOSES”: “MUNICIPAL argued that the phrase “municipal purposes, INTRODUCTION on the guarantee. The Corporation refused being purposes of an extraordinary nature” In Mexico Infrastructure Finance payment, arguing that the guarantee was ultra must be given a broad construction. n LLC v The Corporation of Hamilton, vires and unenforceable. This defence was It submitted that: the Privy Council held, 3-2, that the grant allowed at first instance and in the Court of The phrase clearly envisaged activities by the Corporation of Hamilton of a Appeal for Bermuda. out of the ordinary run, since it referred guarantee to support borrowing by a private to purposes of an “extraordinary nature”, developer was ultra vires and, accordingly, THE POWER and it expressly required ministerial unenforceable. -
Due Diligence
Due Diligence Sheppard Mullin has designed an innovative solution for its clients that are acquiring or selling businesses or providing debt or equity financing to companies. With its team of trained due diligence attorneys who leverage emerging technology, Sheppard Mullin can deliver high-level diligence-related services quickly, effectively and in a cost-efficient manner. Diligence Experience Our Diligence Team focuses full-time on providing diligence-related support on corporate and financing transactions. Because of this, they are skilled at reviewing and analyzing documents and agreements produced by target companies and can quickly prepare diligence memoranda, material issues lists and other client deliverables. The Diligence Team also frequently and proficiently oversees the document production and disclosure schedule preparation process on behalf of sellers, issuers and borrowers. Each time services are provided, the Diligence Team develops an institutional knowledge base that can be accessed for future deals by the same client or in the same industry. Sheppard Mullin’s deep bench of subject matter experts (such as tax, environmental, employment, real estate and intellectual property) join the Diligence Team as needed on transactions to appropriately advise clients. 24/7 Rapid Support The Diligence Team has the ability to ramp up a time-sensitive review in less than a day. While operating as a team, the attorneys proficiently divide up tasks based on their individual strengths and tap into their extensive collective experience to quickly prepare the desired work product. And because Diligence Team members are located in the firm’s offices in New York, Los Angeles, and San Diego, we are able to provide nationwide support across time zones, which is often critical in transactions with expedited timing and a large volume of documents. -
Mercuria Holdings / 7347
Mercuria Holdings / 7347 COVERAGE INITIATED ON: 2019.01.10 LAST UPDATE: 2021.08.12 Shared Research Inc. has produced this report by request from the company discussed in the report. The aim is to provide an “owner’s manual” to investors. We at Shared Research Inc. make every effort to provide an accurate, objective, and neutral analysis. In order to highlight any biases, we clearly attribute our data and findings. We will always present opinions from company management as such. Our views are ours where stated. We do not try to convince or influence, only inform. We appreciate your suggestions and feedback. Write to us at [email protected] or find us on Bloomberg. Research Coverage Report by Shared Research Inc. Mercuria Holdings / 7347 RCoverage LAST UPDATE: 2021.08.12 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp INDEX How to read a Shared Research report: This report begins with the trends and outlook section, which discusses the company’s most recent earnings. First-time readers should start at the business section later in the report. Executive summary ----------------------------------------------------------------------------------------------------------------------------------- 3 Key financial data ------------------------------------------------------------------------------------------------------------------------------------- 5 Recent updates ---------------------------------------------------------------------------------------------------------------------------------------- 6 -
Executing Risk-Based LUST Site Closures in R10 Indian Country
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION 10 1200 Sixth Avenue, Suite 900 Seattle, WA 98101-3140 OFFICE OF COMPLIANCE AND ENFORCEMENT Reply To: OCE-082 MEMORANDUM SUBJECT: Executing Risk-Based LUST Site Closures in R10 Indian Country FROM: Rob Rau, Ground Water Unit TO: Interested Parties Purpose and Statement of Problem: The purpose of this memo is to provide guidance in executing risk-based leaking underground storage tank (LUST) site closures in Region 10 Indian Country based on human health considerations. It is also intended to promote a consistent decision making process that can address unique site considerations and circumstances. Closing LUST sites that do not meet lookup cleanup concentrations may range from the use of formal risk assessment procedures with the imposition of institutional controls such as deed restrictions, to making a best professional judgment determination that a site does not pose an adverse health risk based on the evaluation of a conceptual site model developed from site-specific data. With this understanding, Region 10 recognizes that between a clean site closure and a comprehensive site-specific risk assessment there is a continuum of activities that could comprise a risk-based closure strategy. In general however, more robust and thorough scientific site evaluations are always preferred, and it is generally not appropriate to close a contaminated site that does not meet cleanup standards simply because it is “good enough” or because it is not practical to do more cleanup. Since few risk-based LUST site closures have been completed at EPA-lead sites, and many questions remain regarding technical implementation and policy decisions, this memo should be regarded as a “living” document, and reevaluated and updated regularly as additional policy decisions are made both regionally and nationally. -
Defining Due Diligence?
\\jciprod01\productn\H\HLI\53-2\HLI208.txt unknown Seq: 1 22-MAY-12 12:47 Volume 53, Number 2, Summer 2012 Lenahan (Gonzales) v. United States of America: Defining Due Diligence? Amy J. Sennett* Introduction The United Nations reports that the most common form of violence ex- perienced by women around the world is physical violence inflicted by an intimate partner.1 On a global average, at least one in three women is beaten, coerced into sex, or otherwise abused by an intimate partner in the course of her lifetime.2 Thus, it is all the more significant that in August 2011, the Inter-American Commission on Human Rights (“the Commis- sion”) found that the United States violated the human rights of Jessica Lenahan and her three daughters in the first domestic violence case brought against the United States in an international human rights tribunal.3 The Commission’s decision confirmed the application of the due diligence stan- dard to interpret the obligation of non-discrimination under the American Declaration on the Rights and Duties of Man. That obligation requires states to prevent, prosecute, and sanction acts of violence against women, including, in certain circumstances, acts of violence by private actors.4 The Commission found that the United States’ failure to meet this standard re- sulted in violations of Lenahan and her daughters’ right to equality, right to life, and right to special protection as women and children.5 The decision stands in stark contrast to the U.S. Supreme Court’s 2005 ruling on the same facts in Town of Castle Rock, Colo. -
VI Europe–Russia Economic Forum
VI Europe–Russia Economic Forum Sejm of the Republic of Poland Warsaw, Poland ST OF MAY – ST OF JUNE Under the High Patronage of Grzegorz Schetyna, Marshal of the Sejm of the Republic of Poland Organizer Publisher Foundation Institute for Eastern Studies ul. Solec 85 00–382 Warsaw Tel.: + 48 22 583 11 00 Fax: + 48 22 583 11 50 e–mail: [email protected] www.forum–ekonomiczne.pl Layout BikerStudio www.biker.wns.pl Print Flexergis Sp. z o.o. (Drukarnia BAAD) Warsaw 2011 Contents Programme . 5 Speakers. 19 List of Participants . 55 Programme Programme 6 Programme Programme 7 May 31, 2011 Registration of participants 11:30–12:15 Presentation of the Economic Forum “Russia 2010. Report on Transformation”. Political and Economic 12:15–13:30 Situation in Russia in 2010 Break 13:30–13:45 Partnership for Modernization 13:45–15:15 Lunch 15:15–16:15 Russia in 21st Century. Expectations and Projects 16:15–17:45 Coffee break 17:45–18:00 European Union and Russia: Common Values 18:00–19:30 Reception 20:00 www.economic–forum.pl www.economic–forum.pl 6 Programme Programme 7 June 1, 2011 Energy Industry. Russian Resources and European Security 09:00–10:30 NATO–EU–Russia Relations after the Lisbon Summit 09:00–10:30 Coffee break 10:30–10:45 Europe and Russia in the Global Economy: Opportunities and Threats 10:45–12:15 EU and Russia – Foreign Policy Directions 10:45–12:15 Coffee break 12:15–12:30 EU–Russia. New Perspectives for Partnership and Cooperation 12:30–14:00 Regional Cooperation.