#Acquisitions/Mergers/Takeovers

[reportwire]

Microsoft to bring 'Call of Duty' to Nintendo if Activision merger approved

Microsoft to bring ‘Call of Duty’ to Nintendo if Activision merger approved

Microsoft Corp. said late Tuesday it has made a “10-year commitment” to bring the massively popular “Call of Duty” videogame series to Nintendo Co. consoles, when — and if — its merger with Activision Blizzard Inc. is completed. In a tweet late Tuesday night, Xbox head Phil Spencer announced the deal. “Microsoft is committed to helping bring more games to more people – however they choose to…

[katierosefun]

hitting season 4 of suits is particularly funny to me because this show really went from going "being an attorney is exhausting and the politics of a big law firm is exhausting and everyone in this building swings between being morally grey or morally bankrupt" to "but at least you're not a goddamn investment banker"

[nameless-brand]

Aren't hostile takeovers illegal?

A hostile takeover in of itself is perfectly legal. The tactics employed to make it succeed on the other hand...

The basic definition of a hostile takeover is that an outside party has taken over a target company without the consent or approval of the target company's board of directors. The natural opposite of a hostile takeover is a friendly takeover where the board of directors approves the acquisition.

There's three main ways to perform a hostile takeover - with some variances depending on a company's by-laws and provisions.

The first is a tender offer where you offer to buy shareholder stock at a premium (more than it's worth) until you become the majority shareholder (>51% of the shares) and can approve of the takeover directly or just oust the board of directors yourself and install your own ( the second option, while cleaner, is more difficult than you'd think for reasons I'll explain later).

The second is a proxy vote where you collude with other shareholders that have voting rights to gain a sorta pseudo-majority stakeholder status to directly approve of a merger or vote to oust members of the board of directors that oppose a merger and install members that will approve it.

The third is to just buy shares of the publicly-traded company in the open market. This is often cheaper than a tender offer since you won't be buying at premium. But at the same time, the SEC requires an acquiring company to report if they own 10% of a target company's shares, so you usually lose the element of surprise if you did things normally.

I more or less made my move during a time where the Jerome Management Company was in that awkward period between becoming a small-scale company and a large-scale company. Essentially, the board of directors opened up their company to public trade which diluted out their personal voting power (as a significant number of shares are added to the share pool) at the benefit of getting an enormous amount of public investment from the public buying those shares.

I employed the third option for hostile takeover through the usage of companies not quite affiliated with the Nameless company. Frank's Sec-Corp which provides security to my places is one example. I also indirectly invested in a hotel chain through preferential transport and supplying of goods in another. These companies were willing to help me so long as I repaid them back naturally. Others were just shell companies, which I ended up not really needing in the first place. Always kept to buying shares within the 9% with all these shell companies. I had around 42% when I made my tender offer, the first option - and offered to buy shares at 25% more.

Naturally, the shell company and allied companies' shares were "bought" by me. And many other shareholders took my offer, mostly because they didn't trust the board of directors and management overall. I mean, who demolishes an orphanage and tries to build in a mall in the proverbial Crime Alley out of all places? My charge could probably tell that would fail badly.

And there were other questionable management decisions including raising rents so high in the apartments they did own that no one wants to stay in them - Jerome Apartments have an exceptionally poor retention rate for poor management, over pricing, and a whole slew of maintenance issues.

Anyway when I struck with the tender offer, I managed to get over 65% of the shares, which is good. And with help from my legal and accounting teams, we started making sure the company by-laws couldn't be modified during my takeover.

---

There are certain ways to make a hostile takeover much harder to do. They either involve decreasing the value of the company itself or increasing the cost to acquire the company.

Crown jewel defense, where a company sells its most prized asset to a friendly company only to rebuy it when the threat of a hostile takeover ends, is one way to dissuade a hostile takeover. According to my research, during the hostile takeover of the back-then Wayne Industries over a decade ago, the company threatened to sell WayneTech to stall out a hostile takeover.

Poison-pill strategy is a defense where through a provision if a shareholder gains a certain percentage of stock, the company will issue shares at a discounted price or even for free to any shareholder except the one who triggered the provision. This was actually the threat Twitter made when Elon Musk announced he had 9% of Twitter's stock.

The advantage of a poison-pill strategy is as follows: if I own 51 shares and the total shares in the company are 100, I am majority shareholder. However, if you poison-pilled out 100 more shares to other shareholders, I no longer have majority shareholder status because it's now 51/200. But the poison part comes in because by increasing the number of shares, you've effectively reduced your stock's worth - and in my example, that would be by half - which also counts as decreasing the company's market value in the short term. That would've been Twitter's strategy had Musk hit 15% of shares owned, had they not agreed in the end to a buyout. In this case, the Jerome Management Company did not have such a provision in place though, probably because they didn't expect to be targeted like this - but no mistake, had I given them time to realize what I'm doing, this definitely would've been employed.

Currently, I'm dealing with their golden parachute defense, where if key management is dismissed after a merger, they are entitled to a very large benefits package into order of tens of millions dollars (increasing the cost of the unwanted merger). I'm dealing with this by borrowing the heavy stick of the law; none of these people are clean as you'd expect from people willing to overprice rent or demolish orphanages for the sake of profits. Many of these people are utilizing the property management company as a means to write off personal/home expenses as business tax deductions - ones that aren't legal to do such as a personal chef, flights to their vacation home, etc. So I intend to get them to resign on their own, because the alternative is that I get the IRS after them with hard evidence in my possession - since no one in their thick as thieves group expected my hostile takeover. Ha.

I probably should watch my back for the next couple of weeks - like I said, they aren't clean. Luckily for me, everyone still thinks I'm somewhere in NJ at the Retirement Mansion instead of the Inn.

[watchfreeone1]

what is a hostile takeover: Understanding the Difference

what is a hostile takeover: Understanding the Difference

As businesses grow and expand, they often look to acquire other companies to increase their market share and gain a competitive edge. This process is known as a takeover, and it can take on different forms depending on the approach taken by the acquiring company. One type of takeover is known as a friendly takeover, where the target company agrees to the acquisition and the process is completed amicably. However, there are also examples of hostile takeovers, where the acquiring company makes an offer to purchase shares without the agreement of the target company.

In a hostile takeover, the acquiring company aims to gain control of the target company by bypassing the board of directors and making a direct offer to shareholders. This can be done through a tender offer, where the acquiring company offers to purchase shares at a premium to the market price. Hostile takeovers can be contentious, as they often involve members who oppose the takeover and may try to defend against it through various means.

To defend against a hostile takeover, the target company may employ various strategies, such as implementing a poison pill or finding a white knight to make a friendlier offer. The board of directors also plays a crucial role in determining the fate of the company, as they can approve or reject takeover bids and influence the actions of shareholders. Understanding the mechanics of a hostile takeover and the various factors involved is essential for companies and investors alike.

Key Takeaways

Takeovers can be either friendly or hostile, depending on the approach taken by the acquiring company.

Hostile takeovers involve the acquiring company bypassing the board of directors and making a direct offer to shareholders.

The target company can employ various defense strategies, and the board of directors plays a crucial role in determining the outcome of the takeover bid.

Understanding Hostile Takeovers

As an expert in corporate finance, I have a deep understanding of hostile takeovers and their impact on companies. In this section, I will explain what a hostile takeover is, how it occurs, and provide examples of hostile takeovers.

Definition and Types

A hostile takeover is a type of acquisition in which one company, known as the acquiring company or bidder, attempts to take control of another company, known as the target company, without the approval of the target company’s board of directors. Hostile takeovers can be classified into two types: the tender offer and the proxy fight.

[willkatfanfromasia]

Hey guys! This is my collab with the awesome @nspwriteups - modern, corporate AU! KunxVT

Sudden Sparks✨✨

It was just another day at the Chola corp. household.

They were a successful family run MNC with interests in a wide range of sectors like agriculture, industries, hospitality etc

Kriti's dad Sundar, the CEO, was feeling his age of late and really looked forward to that retirement mansion in the Seychelles-and she agrees. Her mom Vani was the perfect chaebol wife, keeping up social connections and coordinating the multiple companies.

Kriti and her dad’s best friend Anirudh – the chief legal advisor- have been running the show for the last few years.

She was truly appa’s pride, surpassing him in all aspects. It grieved him greatly that his great-grandfather, the founder, had willed the ownership only to sons in order of age.

Her hothead big bro Aditya made their dad age rapidly, as he was a mess through his teens and 20s- oscillating between therapy and overdrinking. His stubbornly insisted on marrying a regular girl Nandini- who oddly resembled his own ex. Huh! Like father like son

Girls like that just won’t fit in our circle, they all thought. Kriti and her great aunt Seema all disapproved and tried to bribe her away. But the young couple stood firm even through separation. Sundar gently explained his doubts to his son, who cockily returned with a DNA test proving his concern false.

Aditya became the chief of mergers and acquisitions, knowing a good takeover when he sees one. Nandini proved to be just as capable as herself (although she’d never say it aloud), smartly planning the legal aspects of her husband’s activities. Nothing gave the couple more joy than sleuthing and negotiating hard bargains, even with the most hostile businesspeople.

However, it is her darling boy Arun who is the all time favourite. Everyone from the janitor to the executive board loves him.

He started off as a cute intern, now he’s their PR face. Journalists flock to just see him smile. He’s been seeing Vinita, the junior at R&D in an office romance that’s the company’s worst kept secret. She rolled her eyes at her fastidious little brother. He was first very stiff with Vinita, the niece of their South zone president, because everyone wanted to get the two heirs together. He slowly fell for her, but tried very hard to hide it – much to kriti’s amusement. The longer than necessary waiting by the coffee machine, the abnormally frequent dropping of papers ( only for the other to come running for ‘help’) fooled no one, she chucked.

She laid back in the plush orange recliner in her living room. Her apartment was well decorated although she lived alone. Her brother and Anni lived in the floor above with their daughter, Kriti jr. Yes Kriti’s ego was greatly flattered by her namesake niece and she became nicer to her sister in law due to it.

Her brother lived in a cottage next door, with a large courtyard and her parents lived in a mansion next door to their company HQ

They had their usual Friday night entertainments. All except Kriti. She’d have occasional movie nights with Vinita and her other mates, poojas with seema paati and family birthday dinners.

She was happy to be the hustler for her family. She loved being swept by complex problems and solving them. She took pride in being their ‘brains’, not once regretting her cold demeanor or workaholic attitude.

Lately though, seeing her brothers' relationships left a pang in her stomach. Cousin Sandeep too was seeing Pooja, their coordinator for offshore branches.

Kriti blankly stared at the ceiling she’d seen a million times before. Smooth peach walls, a bronze ceiling fan and wall moulding on all sides. Her laptop glared, asking her to get back to work before the Monday noon deadline. Uncle Anirudh won’t like me slacking, she sighed and sat up. The IT girl of Chola corp can’t disappoint!

She began reading through the document sent by the budget team, noting where to edit or add comments. It was pretty linear, except this time some reps of their rival was out scouting start ups and releasing bad predictions for Chola’s next quarterly.

Enthusiastic footsteps and tinkling of metal made kriti exhale and go “gosh! Again?’.

Friday nights usually meant the same for her, her older brother and nandini would usual drop off her niece as they went off on their mandatory dates. There’s no way those 2 randy creatures have been together for 2 decades now, she groaned.

Kriti was soft, everyone knew most of her

evenings were spent working and she had a huge weakness for her niece.

She would often play sitter for Kriti jr. and Timmy (Arun and vinita's dog). She was just grateful Arun didn't make her babysit Airavat, the rescue elephant he adopted!

This time though, work was getting tight. She had to sort out Chola corp 's finances while also figuring who was spreading bad predictions for their stock.

Her train of thoughts was disrupted by the doorbell ringing. She knew who the visitors were and put on the best fake smile she could when she opened the door to see her brother and sister in law with a five year old girl in Nandini's arms. "I was hoping you forgot about your Friday routine" She said in mock annoyance. "Well actually I did ask my best friend to babysit Kriti jr here since I know how much of a busybody you are" Adithya told her, pinching his daughter's cheek as he spoke while Kriti frowned. A best friend of Adithya's that she hasn't met yet? Now that's odd. "We asked him to come here so you can have an extra hand to take care of her" Nandini joined in, kissing her daughter's forehead and handing her over to Kriti who was still wondering about this mysterious "friend" who is apparently a familiar face to everyone but one she hasn't heard about at all.

"He can be trusted Kriti. Why else would I entrust the safety of my beloved sister and daughter to him?" Adithya said after seeing a look of uncertainty on Kriti's face.

After Adithya and Nandini left them, Kriti turned to her niece sitting on the couch, "So my dear sugarplum, what will we do now?" Kriti jr ran to the showcase and took out board game from the drawer. They played the game for a while, watched Tom and Jerry on the tv. Kriti looked over at the clock. It's been half an hour since she started babysitting. Where was this so called trusted friend who was supposed to give them company? She contemplated on calling up Adithya and give him a piece of her mind but then she didn't wanted to interrupt theie date night. "Best friend…Trusted indeed" She muttered "He's going to ghost me for sure"

"Ugh! Why can't I stick to one decision? Now I'll have to host a stranger" she inwardly groaned

Kriti jr looked up at her aunt "Why are you angry Aunty?" She squeaked

"How do you know I am angry?" Kriti enquired

"Because Amma says you murmur when you are upset. So I know you are angry" the little girl said as a matter of fact. Kriti laughed, how well Nandini knows her.

"I am not angry Kanne, I'm just irritated" Kriti sighed, glancing at the clock again. He looked at her niece again when she felt a tug on her kurti. "I am hungry" Kriti jr said with puppy eyes.

"Okay, let's go have dinner" Both girls made their way to the kitchen and was deciding whether to make dinner or order out when the doorbell rang again. "Yay, Kamsa Mama is here!" Saying this Kriti jr sped out of the kitchen, leaving behind a perplexed Kriti behind.

Kamsa who?

The glee in the child's eyes made her irrationally jealous

She heard her niece calling out "It's open, Mama. Come, come" and went to investigate, stopping midway to see a young man twirling her niece, laughing with her. The guy was tall, looked the same age as her and was casually dressed in denim jeans and sweatshirt. She only had a few seconds to admire his curly hair and sparkling eyes before those same eyes met with hers. He set down Kriti jr, looking at her with curiosity and suddenly Kriti felt consious of how she was looking - Not expecting him to show up, she was dressed in an old kurti with three-fourth leggings and her hair in a bun, with a few strands already escaping here and there. My God! What a first impression I am giving this guy. She thought. But then again, why am I stressing on how I look? Not like he's here to flirt with me.

The newly arrived person, walked over to her and extended his hand, still smiling wholeheartedly "So you must be this little mischief queen's godmother. Adi and Nandu can't stop talking about you" He said "Hi, I'm Vaishakh "

"Hi, I'm Kriti"

"Do you know the word Kriti means creation, a work of art?" He asked suddenly

"Yes" Kriti replied, wondering where this was going

"Art is beauty. So I don't think I have to tell you how beautiful you are, Miss Kriti" He said with a grin .

Kriti is no stranger to compliments but she would be lying if she said that pickup line wasn't good. Either he was buttering her up for coming in late or he was a natural flirt.

"Thank you" She said, not letting him give the impression that he had won her over "And if I'm not wrong, people with the name Vaishakh has a good and nice disposition"

He grinned wider "So you like giving out compliments as well. Good for you. We are going to get along just fine" He winked at her and walked towards the kitchen, with a gleeful Kriti jr following him.

Kriti let out a breath she didn't know she was holding in "This is going to be a long night" She wondered as she shut the door.

Anni- sister in law

@nashibirne @nspwriteups @vibishalakshman @thelekhikawrites @dr-scribbler @kovaipaavai @budugu @dosai-maavu @matka-kulfi @curiousgalacticsoul @harinishivaa @chiyaanvikram @celestesinsight @inveter @deepti1011 @itszhunotz @babayagahunt @thegleamingmoon @maisadalawa @ragkee @inlovewithfictionalbeings @happysharkdragon @gowrimenonop-1 @ramcharanobsessed @nature-writes29 @voidsteffy @whippersnappersbookworm @hollogramhallucination @thereader-radhika @sowlspace @rang-lo @nirmohi-premika @love-ps1ff @canonless5

[phuket-solicitors]

Mergers & Acquisitions in Thailand

Thailand's M&A landscape has evolved significantly in recent years, driven by economic growth, government policies, and the increasing attractiveness of the Thai market to foreign investors. While the country has a robust legal and regulatory framework for M&A, unique challenges and opportunities exist.  

The Thai M&A Landscape

Thailand offers a compelling investment climate with a large domestic market, strategic geographic location, and a growing middle class. Key sectors attracting M&A activity include:

Consumer Goods: Strong domestic consumption and a rising middle class have fueled interest in the food and beverage, retail, and consumer electronics sectors.

Energy: Thailand's focus on renewable energy and energy security has driven M&A in the oil and gas, power generation, and alternative energy sectors.

Infrastructure: Government initiatives to improve infrastructure have created opportunities in transportation, logistics, and utilities.

Technology: The growing digital economy has led to increased M&A activity in e-commerce, fintech, and digital media.

Common Deal Structures

While mergers were introduced in Thailand in 2023, acquisitions remain the predominant deal structure. Common acquisition methods include:  

Share Acquisitions: Purchasing shares from existing shareholders.

Asset Acquisitions: Acquiring specific assets of a target company.

Joint Ventures: Creating a new entity with shared ownership and control.

Regulatory Framework

Thailand's legal and regulatory environment for M&A is relatively mature, with key laws governing the process, including:

Thai Civil and Commercial Code: Provides the legal framework for corporate transactions.

Securities and Exchange Act: Regulates public companies and takeover bids.

Foreign Business Act: Governs foreign investment and ownership restrictions.

Competition Act: Addresses antitrust concerns.

While the legal framework is generally supportive of M&A, navigating the complexities of Thai law requires careful consideration and expert advice.

Challenges and Opportunities

Despite its attractiveness, the Thai M&A landscape presents unique challenges:

Corporate Governance: While improving, corporate governance standards in Thailand can vary, impacting deal execution and post-merger integration.

Due Diligence: Conducting thorough due diligence is essential due to potential complexities in business structures, ownership, and financial reporting.

Regulatory Approvals: Obtaining necessary approvals from government agencies can be time-consuming and complex.

Talent Acquisition and Retention: Post-merger integration often requires addressing talent management challenges, including cultural differences and skill gaps.

On the other hand, Thailand offers significant opportunities for M&A:

Growth Potential: The expanding middle class and government initiatives create a favorable environment for business growth.

ASEAN Hub: Thailand's strategic location makes it a gateway to the ASEAN market.

Government Support: Government policies encouraging foreign investment can facilitate M&A deals.

Emerging Trends

Several trends are shaping the future of M&A in Thailand:

Digital Transformation: Increasing focus on digital technologies and e-commerce is driving M&A activity.

Sustainability: Environmental, social, and governance (ESG) factors are gaining importance in dealmaking.

Cross-Border Deals: Thailand's strategic location is attracting more cross-border investments.

Conclusion

Thailand's M&A landscape is dynamic and offers both challenges and opportunities. Successful dealmaking requires a deep understanding of the local market, regulatory environment, and cultural nuances. By carefully navigating these complexities, businesses can capitalize on the growth potential of the Thai market.

[transformhim]

Hey!

So I have some ideas! Any of these would be AMAZING to see. - A story entitled "Hostile Takeover", where an envious colleague possesses/bodysuits a hot shot exec in a wall street firm, and takes over his life. - A story entitled "Mergers and Acquisitions" where two young trainee lawyers negotiating a big corporate merger discover that their roles are being replaced with one vacancy for a single associate. They physically combine into a hot, powerful, Harvey-Spector style attorney, who fills the post. He has to keep himself together under pressure (almost de-merging during a conference call from his new office). - A story about a nerdy 18-year old, who orders a fancy tuxedo online for his prom, only for it to arrive with a bodysuit of the model wearing it on the website. He wears this to prom, and wins prom king.

Aaaahh, what a collection!! 😛 Would love to write any of these! Sounds like you’re a guys in suits fan 😏 Here’s the only issue tho… I have like zero images of dudes in suits saved 😬 I’ve not a clue where to find quality ones. I get a lot of requests having to do with guys in suits, so if any of y’all (nearly 5k of you at this point 😍🥳) have any pics that could work here or in any other stories, send them my way!

[leveragehunters]

Holy shit haha.

[Picture is of two tweets. The first is from T(w)itter Daily News, which reads:

News: Twitter has sued Watchell, the law firm that represented the company in the Delaware case that sought to force Elon to his complete his purchase. "Watchell exploited a corporate client left unprotected by lame duck fiduciaries," Twitter said in a statement.

The second tweet is a reply from Elon Musk, which reads:

Watchell brags about how many former Delaware judges work at their firm. They specialize in institutionalized corruption.]

Text of a paywalled Wall Street Journal article with the details under the cut.

Twitter Sues Wachtell Over $90 Million Payout for Musk’s Buyout Deal

Company alleges it was left unprotected by ‘lame duck’ fiduciaries pending sale to Musk

By Alexa Corse

Updated July 7, 2023 7:28 pm ET

Twitter sued Wachtell, Lipton, Rosen & Katz, the law firm it hired under previous management to enforce Elon Musk’s agreement to acquire the company, accusing it of improperly obtaining a $90 million payout as the deal-closing loomed.

Twitter alleged in a complaint filed Wednesday in California Superior Court in San Francisco that Wachtell and its litigation department, led by William Savitt, were at the center of a spending spree by Twitter’s departing executives. Twitter is asking for full restitution of the $90 million paid to Wachtell. Twitter says in the complaint that the amount includes an unspecified “success fee” that it describes as extraordinary and unconscionable.

Savitt, an attorney for Wachtell in the Twitter case, didn’t respond to a request for comment.

Musk completed his takeover in October in a deal valued at $44 billion. Twitter is accusing Wachtell of an 11th-hour adjustment to its fee structure the day of the closing, despite directions from the new ownership to suspend payment to third parties ahead of the imminent merger.

“Fully aware that nobody with an economic interest in Twitter’s financial well-being was minding the store, Wachtell arranged to effectively line its pockets with funds from the company cash register while the keys were being handed over to the Musk parties,” Twitter says in the complaint.

Twitter’s board signed off on the payment with Wachtell the day the deal closed, according to the complaint. Bret Taylor, chairman of Twitter’s board of directors at the time, didn’t respond to a request for comment.

Wachtell spent months defending Twitter’s interests after Musk said he was walking away from the deal. Ultimately, Musk decided to complete his takeover, shortly before a trial scheduled in Delaware, in which a judge would have determined whether he could abandon the acquisition.

Mark Zuckerberg’s Threads launched to compete with Elon Musk’s Twitter. And as WSJ’s Dan Gallagher explains how successful Threads is may come down to timing and scale. Photo: Stefani Reynolds/AFP via Getty Images

Bruce MacEwen, a legal consultant, said a $90 million payment didn’t seem like a lot given that the acquisition deal was valued at $44 billion. “This does not strike me as out of line,” said MacEwen, president of consulting firm Adam Smith, Esq.

If Wachtell was instrumental in getting Twitter the $44 billion price after Musk tried to get out of the deal, he said, that provided value. “Did old Twitter get its money’s worth or what?” he said.

A $90 million payment isn’t unusual for such a consequential case, said law-firm consultant Kent Zimmermann from Zeughauser Group. “I’d be surprised if Wachtell was faulted for the amount they charged, considering the stakes and the outcome,” he said.

Wachtell is known to be a leading law firm for cases like the Twitter one, he added. “There’s a limited supply of firms like Wachtell and a lot of demand for them, which drives the price up,” he said.

The suit also names Vijaya Gadde, Twitter’s chief legal officer at the time. “Immediately following the Twitter board’s rubber-stamp approval, Gadde signed Wachtell’s letter agreement,” the complaint says. Gadde didn’t respond to a request for comment.

Twitter headquarters in downtown San Francisco. Elon Musk completed his takeover of Twitter last October in a deal valued at $44 billion.

Twitter filed the complaint under the corporate name X Corp., which the company adopted after Musk took over. Twitter is being represented by Reid Collins & Tsai in the suit filed this week, the complaint shows.

The complaint includes attachments of emails and memos regarding Wachtell’s representation of Twitter. In one memo by Wachtell that Twitter included as part of the filing, the firm said its fees in other comparable litigation had ranged from approximately $33 million to $134 million.

Musk first agreed to buy Twitter in April 2022 for $44 billion, then threatened to walk away from the deal, before reversing course several months later and committing to see through the acquisition.

Musk’s decision to go through with the deal averted a high-stakes trial in Delaware Chancery Court. Twitter initially sued Musk in Delaware, seeking to enforce the terms of the merger agreement, and Musk later countersued, accusing Twitter of misrepresenting its business.

[reportwire]

Elon Musk would lose 13.5 million Twitter followers if he scraps most spam accounts; Justin Bieber would lose 27.6 million, data finds

Elon Musk would lose 13.5 million Twitter followers if he scraps most spam accounts; Justin Bieber would lose 27.6 million, data finds

Elon Musk would lose about 13.5 million Twitter followers, if he pushes through his plan to get rid of most spam accounts, according to data crunched by CodeClan, a Scottish digital skills academy. The Tesla Inc. TSLA, -3.84% CEO on Tuesday gave up a legal battle and agreed to pay $44 billion to take over the social-media company. Musk has said he wants less than 5% of…

[allthebrazilianpolitics]

Brazil’s antitrust regulator admits challenges to HMO merger

Brazil’s antitrust regulator Cade has accepted challenges filed against the purchase of HMO SulAmérica by industry heavyweight Rede D’Or, which was greenlit by Cade’s general superintendency earlier in November.

At the time, Cade said the takeover brings no harm to competition in the healthcare sector. Rede D’Or is Brazil’s largest private hospital operator, while SulAmérica is the country’s fifth-biggest HMO, with a portfolio of around 2.5 million lives.

But third parties concerned by the acquisition — including hospitals Albert Einstein, Oswaldo Cruz, Beneficência Portuguesa, HCor, Mater Dei, and Sírio-Líbanes, and HMOs Bradesco Saúde, Benevix, and Supermed — challenged the merger. 

According to the newspaper Valor, they expressed concern about the high concentration of healthcare services in certain cities, new barriers to entry in markets affected by the acquisition, and conflicts of interest, among other things.

Continue reading.

[john-down13]

The Role of Corporate Lawyers in Mumbai: Navigating Legal Complexities  

Mumbai, as the financial capital of India, is home to some of the largest multinational corporations, start-ups, and industries. The city's dynamic business environment demands robust legal frameworks, making corporate lawyers crucial for companies to navigate the intricate web of corporate laws, regulations, and legal obligations. In this post, we will explore the importance of   corporate lawyers in Mumbai  , focusing on their roles, expertise, and how they help businesses thrive while adhering to legal standards.

Why Corporate Lawyers are Essential for Businesses

Corporate lawyers specialize in the legal intricacies of business operations. Their expertise covers a broad spectrum of services such as contract negotiation, mergers and acquisitions, intellectual property rights, regulatory compliance, dispute resolution, and much more. Here’s how they play a key role in business success:

-   Contract Negotiation & Drafting  : Corporate lawyers ensure that agreements, whether with partners, employees, or third-party vendors, are watertight and in compliance with legal requirements.

-   Regulatory Compliance  : Keeping up with ever-evolving legal regulations is challenging. Corporate lawyers help businesses comply with the latest rules and avoid penalties.

-   Mergers & Acquisitions  : In cases of company mergers, acquisitions, or takeovers, corporate lawyers are vital to ensure that the process runs smoothly and legally.

The Role of Labour Court Lawyers in Mumbai

In addition to handling corporate legal matters, many top firms in Mumbai also have expertise in labor law. Labour court lawyers specialize in employee-employer disputes, wage regulations, and employment contracts, ensuring that businesses comply with the   Labour Laws   governing workplaces. Labour court lawyers play a crucial role in helping businesses resolve employment-related disputes and maintain harmony in the workplace.

Some of the critical areas they cover include:

-   Wage Disputes  : Ensuring that the business complies with minimum wage regulations and helping resolve wage-related conflicts.

-   Employee Contracts  : Drafting and enforcing employment agreements that protect both the business and its workforce.

-   Workplace Disputes  : Labour court lawyers in Mumbai are also involved in settling disputes related to workplace discrimination, harassment, or wrongful termination, ensuring fair treatment for all employees.

Top Corporate Lawyers in Mumbai

The city boasts some of the   top corporate lawyers in Mumbai  , offering specialized services for businesses of all sizes. These professionals work across a wide range of industries, from IT and technology to real estate, pharmaceuticals, and finance. Their knowledge of local, national, and international corporate laws is essential for multinational corporations with operations in Mumbai.

Some key qualities of the top corporate lawyers include:

-   Specialized Expertise  : These lawyers offer in-depth knowledge in niche sectors like mergers and acquisitions, corporate finance, and intellectual property.

-   Client-Centric Approach  : The best corporate lawyers focus on understanding their clients’ business goals and providing tailored legal solutions.

-   Litigation & Dispute Resolution  : In addition to advisory services, top corporate lawyers also excel in dispute resolution, including mediation, arbitration, and litigation.

Conclusion

Whether it’s navigating complex business laws, drafting crucial agreements, or representing a company in legal disputes,   corporate lawyers in Mumbai   are essential for business success. With an array of corporate and   Labour court lawyers in Mumbai  , businesses have access to legal expertise that ensures smooth operations and regulatory compliance.

When choosing a legal partner, opting for the   top corporate lawyers in Mumbai   is critical to handling corporate complexities with ease. These professionals help businesses maintain their competitive edge while minimizing legal risks, ensuring sustained growth and success in a fast-paced corporate environment.

[sunalimerchant]

Mergers and Acquisitions in India: How Law Firms Ensure Regulatory Compliance

Mergers and acquisitions (M&A) are a crucial part of corporate growth strategies in India. They provide companies with the opportunity to expand, access new markets, and streamline operations. However, the complex legal and regulatory landscape surrounding M&A transactions can present significant challenges for businesses. This is where Mergers and Acquisitions law firms in India play a vital role, guiding companies through the maze of legal requirements and ensuring regulatory compliance at every step.

In this article, we will explore how M&A law firms in India ensure compliance with the country’s regulatory framework, helping companies navigate intricate legal hurdles to achieve successful transactions.

Understanding the Regulatory Environment for M&A in India

India’s regulatory framework for mergers and acquisitions is governed by several laws, regulations, and authorities. These include the Companies Act, the Competition Act, the Securities and Exchange Board of India (SEBI), the Foreign Exchange Management Act (FEMA), and industry-specific regulations. Depending on the nature and size of the transaction, different laws may apply, and obtaining approvals from multiple regulatory bodies is often necessary.

For companies, especially those new to M&A activities in India, it can be overwhelming to navigate this complex environment. Mergers and Acquisitions law firms in India specialize in understanding these regulations and guiding companies through the compliance process, ensuring they meet all legal obligations.

Conducting Thorough Due Diligence

One of the most critical aspects of ensuring regulatory compliance in an M&A transaction is conducting thorough due diligence. Mergers and Acquisitions law firms in India play a key role in this process by examining the target company’s financial, legal, and operational records. This helps to uncover any potential liabilities, regulatory risks, or legal issues that could affect the transaction.

Due diligence not only ensures that the acquiring company is fully aware of what they are getting into, but it also helps in identifying compliance gaps. For instance, if the target company has unresolved tax issues, ongoing litigation, or non-compliance with environmental laws, it can lead to complications after the merger. Law firms assist in flagging these issues early, allowing companies to either address them before proceeding or renegotiate the terms of the deal.

Ensuring Compliance with the Competition Act

The Competition Commission of India (CCI) plays a crucial role in regulating mergers and acquisitions, especially large-scale transactions that could potentially impact market competition. Transactions above a certain threshold require prior approval from the CCI to ensure they do not create monopolies or unfair market dominance.

Mergers and Acquisitions law firms in India help companies assess whether their transaction requires CCI approval and assist in filing the necessary documentation. The law firm’s expertise in competition law ensures that the merger does not run afoul of India’s antitrust regulations. In cases where the CCI raises concerns about the transaction’s impact on competition, the law firm works with the company to propose solutions, such as divestitures or modifications to the deal structure, to gain approval.

Navigating SEBI Regulations for Listed Companies

For publicly listed companies in India, mergers and acquisitions are subject to additional regulations under the Securities and Exchange Board of India (SEBI). These include rules related to insider trading, disclosure requirements, and mandatory tender offers for shareholders.

SEBI’s takeover regulations ensure that minority shareholders are treated fairly and receive the same offer as controlling shareholders in case of a takeover. Mergers and Acquisitions law firms in India ensure that companies comply with these regulations, preparing the necessary filings and disclosures to SEBI and the stock exchanges. Additionally, they help manage shareholder communication and ensure that all stakeholders are adequately informed throughout the transaction process.

Managing Cross-Border Transactions and FEMA Compliance

Many M&A transactions in India involve foreign companies or investors, making compliance with the Foreign Exchange Management Act (FEMA) a critical consideration. FEMA regulates cross-border capital flows, foreign direct investment (FDI), and foreign currency transactions in India.

Mergers and Acquisitions law firms in India provide expertise in navigating FEMA regulations, ensuring that foreign investments comply with the country’s FDI policy. They assist companies in obtaining the necessary approvals from the Reserve Bank of India (RBI) or other authorities, and they ensure that the transaction adheres to FEMA guidelines regarding the repatriation of profits, foreign exchange conversions, and more.

Industry-Specific Regulatory Compliance

Certain industries in India, such as banking, telecommunications, and healthcare, are subject to additional regulations and oversight from sector-specific regulators. Mergers and Acquisitions law firms in India help companies operating in these sectors navigate the unique regulatory requirements, ensuring that the transaction complies with industry-specific laws.

For example, mergers in the banking sector require approval from the Reserve Bank of India, while transactions in the telecom sector need clearance from the Department of Telecommunications (DoT). Law firms with industry-specific expertise guide companies through these additional layers of regulation, ensuring smooth approval processes.

Conclusion

In India, mergers and acquisitions are a powerful tool for corporate growth, but they come with a web of legal and regulatory challenges. Mergers and Acquisitions law firms in India play an indispensable role in ensuring that companies comply with the country’s complex regulatory framework, from conducting due diligence and securing competition approvals to navigating SEBI regulations and managing cross-border transactions.

By partnering with experienced M&A law firms, companies can mitigate risks, avoid regulatory roadblocks, and successfully complete their mergers or acquisitions, positioning themselves for long-term success in India’s dynamic business landscape.

[vimalkumar]

Understanding the Process of NBFC Takeover: A Complete Guide

Introduction

takeover of the NBFC Non-Banking Financial Company (NBFC) sector in India plays a crucial role in providing financial services, especially to underserved markets. As the financial landscape evolves, the NBFC takeover process has gained significant attention. This guide explores the intricacies of NBFC takeovers, including the reasons behind them, the procedural steps involved, regulatory requirements, and potential challenges.

What is an NBFC Takeover?

An NBFC takeover checklist refers to the acquisition of one NBFC by another. This can occur through various means, such as purchasing shares, mergers, or other arrangements that result in a change of control or management of the target NBFC. The Reserve Bank of India (RBI) regulates this process to ensure stability and compliance within the financial sector.

Reasons for NBFC Takeover

Several factors drive NBFC takeovers, including:

Expansion of Business Operations: Acquiring another NBFC can facilitate growth and market penetration.

Access to New Markets: It allows the acquiring company to enter new geographical or customer segments.

Diversification of Product Portfolio: Companies may seek to broaden their offerings through the acquisition of specialised services.

Economies of Scale: Merging operations can lead to cost efficiencies and improved operational performance.

Acquisition of Expertise: Companies may look to gain specialised skills or technology through an acquisition.

Regulatory Compliance: Some acquisitions may be driven by the need to meet regulatory requirements or guidelines.

The Process of NBFC Takeover

The NBFC takeover process involves several essential steps to ensure a smooth transition and compliance with regulations:

Step 1: Due Diligence

Before initiating a takeover, the acquiring company must conduct a thorough due diligence exercise. This assessment includes evaluating the target NBFC's financial, legal, and regulatory aspects.

Step 2: Regulatory Approvals

The acquiring NBFC must seek necessary approvals from the RBI and other relevant authorities. This step is critical to ensure compliance with the regulatory framework governing NBFC operations.

Step 3: Memorandum of Understanding (MOU)

Once due diligence is complete, the parties involved must sign a Memorandum of Understanding (MOU). This document outlines the responsibilities and requirements of both the acquirer and the target company.

Step 4: Share Purchase Agreement

The next step involves entering into a share purchase agreement or other acquisition agreements with the target NBFC. This agreement details the terms and conditions of the acquisition.

Step 5: Public Disclosure

If management or control changes, a public notice must be published in at least one leading national and one local newspaper at least 30 days before the planned sale of shares or transfer of control.

Step 6: Completion of Transaction

After fulfilling all regulatory requirements and completing necessary disclosures, the transaction can be finalised, resulting in the change of control or management of the target NBFC.

Regulatory Requirements for NBFC Takeover

The RBI has established specific guidelines that must be adhered to during the takeover process:

Minimum Net Owned Funds: The acquiring NBFC must have a minimum net owned fund of INR 2 crore, while the target NBFC should not have negative net owned funds.

Fit and Proper Criteria: The acquiring NBFC must meet the RBI's “fit and proper” criteria.

Asset Classification and Provisioning Norms: The acquiring company must maintain the asset classification and provisioning norms of the target NBFC.

Change in Shareholding: Any change in shareholding of 26% or more, or a change in management by 30% or more, is considered a takeover and requires RBI approval.

Challenges in NBFC Takeover

While the potential benefits of an NBFC takeover are significant, several challenges may arise during the process:

Valuation and Negotiation: Accurately valuing the target NBFC and negotiating the acquisition price can be complex.

Integration of Operations: Merging the operations, systems, and processes of the acquiring and target NBFCs can pose logistical challenges.

Retention of Key Personnel: It is crucial to ensure that the target NBFC's key employees and customers remain engaged post-acquisition.

Regulatory Compliance: Navigating the regulatory landscape and obtaining necessary approvals can be time-consuming.

Risk Management: Managing the risks associated with the acquisition and ensuring a smooth transition is essential for success.

Conclusion

The process of takeover of NBFC is a multifaceted endeavour that requires careful planning, thorough due diligence, and strict adherence to regulatory requirements. Understanding the motivations behind takeovers, the procedural steps involved, and the potential challenges can help companies navigate this complex landscape effectively. As the NBFC sector continues to evolve, takeovers will remain a vital strategy for companies looking to expand their reach and enhance their competitive edge in the financial services market.

[ipandlegalfilings]

After Companies Act, 2013 and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 came into force

[mongowheelie]

I found this on NewsBreak: The Banks That Financed Elon Musk's Acquisition of Twitter Are Now Absolutely Screwed

I found this on NewsBreak: The Banks That Financed Elon Musk's Acquisition of Twitter Are Now Absolutely Screwed