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Mergers And Acquisitions

Joint Venture Liability

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Joint Venture Liability

Mitigating joint venture liability is key to the success of a business joint venture. Joint venture liability has an internal component (e.g. co-venturer) and external component (e.g. creditors). This article provides a brief overview of joint venture advantages and how joint venture law is used to reduce liability and maximize joint venture benefits. Effective mitigation through joint venture due diligence is discussed with a quick look at joint venture intellectual property. Finally, mitigation of joint venture liability in the international business joint venture context is surveyed. Contact Saboor H. AbdulJaami for help navigating joint venture law.

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Electronic Recording Memorandum Of Understanding

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RECITALS

WHEREAS, SECURE is owned by the counties of Los Angeles, Orange, Riverside, and San Diego; and

WHEREAS, SECURE is an electronic recording delivery system that is compliant witthe Electronic Recording Delivery Act of 2004 for the electronic submission and subsequent recording of documents with county recorders; and

WHEREAS, SECURE allows recording of real property documents through electronic receipt and transmission in substitution for conventional paper based document recording; and WHEREAS, the Parties desire to ensure that transactions using electronically recorded documents are legally valid and enforceable for the mutual benefit of the parties to those transactions; and

WHEREAS, multiple California counties, in addition to the owner counties, utilize SECURE for the electronic recording of documents and through the SECURE portal server, which is located in Orange County; and

WHEREAS, Orange County is the “Lead County” acting through the Orange County Clerk-Recorder on behalf of the owners of SECURE to develop and support the system and to...

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Sample Memorandum of Understanding

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Sample Memorandum of Understanding

WHEREAS, [Applicant X], [Partner 1] and [Partner 2] have come together to collaborate and to make an application for [name of OVW Grant Program] grant; and WHEREAS, the partners listed below have agreed to enter into a collaborative agreement in which [Applicant X] will be the lead agency and named applicant and the other agencies will be partners in this application; and WHEREAS, the partners herein desire to enter into a Memorandum of Understanding setting forth the services to be provided by the collaborative; and WHEREAS, the application prepared and approved by the collaborative through its partners is to be submitted to the Office on Violence Against Women on or before [application due date]; I) Description of Partner Agencies For each member of the collaborative, provide some background on the agency or organization and its work regarding domestic violence, dating violence, sexual assault, and/or stalking. II) History of Relationship y Provide a brief history of..

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The Psychology of Mergers

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Introduction

The numbers vary but most commentators agree that between 50 and 70% of mergers fail to achieve their objectives. Worse than that a KPMG survey of 700 mergers in 2004 showed that not only had the new entities failed to achieve the revenue and cost synergies by originally predicted but in many cases the merger had actually diluted shareholder value.

Recent research has indicated that in more than half of merger failures the root cause is a failure to attend to the people factors. Side-tracked by the strategic and structural considerations of systems and processes, the human dimension is at best poorly managed and at worst gets missed completely.

The purpose of this briefing paper is to address the human side of the merger process and create an understanding of the employees’ psychological and behavioural responses at each stage of the journey. This knowledge will enable organisations to...:

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M&A Engagement Letters

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Confidentiality

►Sell-Side Client may request that Investment Bank coordinate execution of NDA with potential Buy-Side Counterparty(ies)

– In doing so, Investment Bank will be careful not to render legal advice or negotiate provisions of the NDA on behalf of Client, especially where client is not present. Client and its external counsel should approve the form of NDA to be used and should approve all material negotiated modifications.

►Standalone NDA vs. Confidentiality Provision in Engagement Letter

– Efficiency – one document vs. two– Whose standard form/standard terms and conditions serve as base document

– Scope

– Interplay with Indemnification

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Ownership and Control in Joint Ventures

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Abstract

Joint ventures afford unique opportunities to study how firms assert rights over jointly used assets because parents clearly delineate control. We argue that ownership allocations trade off investment incentives with control related inefficiencies. We show how residual control rights can create a discontinuity in parent incentives that explains the observed clustering of ownership at 50-50 and 50-plus-one-share equity allocations. At the same time, the incentive benefits of ownership preserve a rationale for a wide spectrum of asymmetric shareholdings. Analyzing the determinants of ownership in US joint ventures, we find that, consistent with our model, the higher the potential for unilateral value extraction the more parents to prefer equal shareholdings regardless of their attributes. Similarly, parent-specific spillovers make 50-50 ownership more attractive to the detriment of one sided control whereas complementarities in parent resources have the opposite effect.preferred

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Foresight of Murder and Complicity in Unlawful Joint Enterprises Where Death Results

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In this article, the central or principal issue for consideration is the appropriate standard that should be adopted at common law for foresight of consequences at common law where death has arisen out of an unlawful joint enterprise and the complicity or otherwise of a secondary party is in issue. Although the discussion is focussed upon the common law, the same issues of principle and policy arise in relation to potential reforms of the ’common purpose’ rule under the Criminal Codes. The matter has been considered and determined in two Australian High Court cases, Johns vR1 and Miller v R,2 and further by the Judicial Committee of the Privy Counci.1 in Chan Wing-Siu v R.3 In those cases, it was held that, at common law, a secondary party is guilty of murder where death or grievous bodily harm is foreseen

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Supercross Inc Vs Mickey Thompson Entertainment Group

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History...

Feld bought the SX rights from Clear Channel. Feld also runs the Rigling Brothers circus and Disney on ice.

Mike Goodwin promoted and ran the first ever LA coliseum SX and is usually credited with making SX big time. In the old days there used to be different promoters for different regions. Mickey Thompson (MTEG) in Cali, the West brothers (World Sports) in FL/southeast, Mike Kidd in TX/midwest, and others around the country. The promoters along with the AMA used to run the series. After big concert/event promoters started wrapping up exclusive deals with most of the stadiums the individual promoters got pushed out. I know I am forgetting several of them but in recent years SX has been run by Standing Room Only (SRO), Pace motorsports, SFX, Clear Channel and now Feld.

Like you said AIR tried to get into the mix at one point during the 90's and when Clear Channel and the AMA got into a power...

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Licensing Lies: Merger Clauses, the Parol Evidence Rule and Pre-Contractual Misrepresentations

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I. INTRODUCTION

Many judges and scholars seem to the rules assigning liability for fraud-and sometimes even negligence-in contract formation to be among the few mandatory rules of the contracting game.

This belief persists in spite of the fact that virtually every other rule of contract law is treated as a default rule, and therefore, subject to modification by agreement of the parties. Disclaimers of liability for pre-contractual misrepresentations are common features of all kinds of contracts, ranging from the complex agreements of purchase and sale used in connection with the acquisition of businesses, to contracts for the sale or the lease of consumer goods. However, consistent with the view that the rules against fraud and negligence are mandatory rules, a number of courts have refused to give effect to these kinds of disclaimers in cases involving allegations of fraud or negligent misrepresentation, even when they are contained in contracts between relatively sophisticated parties.

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Joint Ventures: Membership, Types And Termination

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MEMBERSHIP

In a preceding article,' the origin, nature and development of joint ventures, and the distinctions and differences the courts have made between these associations and partnerships were discussed. In the present article, members of joint ventures, their rights and duties, usual types and termination of the venture will be examined.

An important aspect of membership in a joint venture is that, according to the decisions, the same rules as to contractual capacity which govern other simple contracts also apply to those by which joint ventures are created. Without a contract, there can be no joint venture as between the participants:

The sine qua non of the relationship is a contract, whether it be express or implied. As a legal concept, a joint adventure is not a status created or imposed by law, but is a relationship voluntarily assumed and arising wholly ex contract.

The joint venture contract does not need to be either formal or express but there must be a consensus ad idem. In...

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Effects of Mergers On Non-Assignable Agreements

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In 1991, the federal district court for the Northern District of California ruled in SQL Solutions Inc. v. Oracle Corp.1 that the acquisition of a company pursuant to a reverse triangular merger (RTM) constituted a breach of a non-assignable agreement under which the company licensed certain software. No subsequent reported cases reached a similar conclusion in the context of an RTM (in which the target company survives the merger as the buyer’s subsidiary), leading many M&A and IP practitioners to view SQL Solutions as an outlier. However, the Delaware Chancery Court’s recent denial of a motion to dismiss in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH2 casts new doubt on whether M&A lawyers can rely on an RTM acquisition structure to avoid violating prohibitions on assignment contained in the target company’s contracts

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Negotiating Investment Banking Engagement Letters:

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I. INTRODUCTION.

One of the first steps most companies will take in connection with a potential capital raising or merger and acquisition transaction, or in connection with their consideration of a financial restructuringor their strategic alternatives generally, is the engagement of an investment banking firm. Too often, however, this important first step in a company’s exploration of strategic or financial alternatives is viewed as a perfunctory exercise involving the execution of a largely standard form prescribed by the investment banking firm to which changes are rarely made. In fact, the failure to carefully review and tailor an investment banking engagement letter to the particular situation facing, and the specific goals of, the client company presents significant risks not only to the client company but also to the investment banking firm notwithstanding their carefully proscribed standard form. As this paper will illustrate, the failure to devote an adequate amount of time and energy upfront in negotiating and drafting specifically tailored...

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The Murder In Merger: Mergers And Acquisitions As Violent Events Of Organisational Transition

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Abstract

Drawing on my work as an organisational development practitioner, my PhD research and an international research project this paper considers participant and media generated ‘texts’ of mergers and acquisitions (M&As). Using an interpretative textual analysis based on a psychoanalytic framework the paper explores re-presentations of M;As and the impact this has on our understanding of this area of organisational activity. Four M;A cases (Nestles/Pfizer’s Baby Food, AOL/Time Warner, Body Shop/L’Oreal and London Film Makers Co-op/London Electronic Arts) are used as illustrative studies.

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