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Global Private Equity Watch Blog

Articles: 1-10 of 117

Avoiding a Dog’s Breakfast—Some Timely Reminders of How to Effectively Limit the Universe of Purported Representations upon which Fraud Claims Can be Made

USA - August 13 2018 A “dog’s breakfast” is one of my favorite British expressions. It can sum up a muddled mess of confusing and contradictory allegations and purported…

Post-Closing Purchase Price Adjustment Mechanics—Distinguishing Expert Determinations from Arbitrations

USA - August 6 2018 Calling something by its correct name matters. Indeed, “[t]he power to name allows us to make important distinctions.” A zebra may look like a short…

Something Borrowed May Make You Blue—Re-Examining New York Choice of Law Clauses

USA - June 27 2018 New York’s highest court recently ruled, in 2138747 Ontario, Inc. v. Samsung C&T Corp., No. 57, 2018 NY Slip Op 04274 (N.Y. June 12, 2018), that a…

Cognitive Dissonance in the Common Law of Contracts: Oral Modifications to Written Agreements that Purport to Invalidate Oral Modifications

United Kingdom, USA - May 29 2018 As every first year law student knows, and as every deal professional should know, the common law imposes very few formalities regarding the…

SEC Sanctions Private Fund Sponsor for Failing to Disclose Conflicts of Interest

USA - May 14 2018 The SEC recently settled an enforcement action with a private fund sponsor (the Sponsor) for alleged violations of the Investment Advisers Act of…

How Anti-Assignment Workarounds Work (or Not)

United Kingdom - May 2 2018 There are three basic structures that private equity buyers utilize in acquiring a target business, each of which has several possible variations of…

Usury Bites—A Refresher on an Easily Overlooked Issue in the Restructuring and Private Equity Arenas

USA - April 18 2018 For millennia usury (defined as any interest on a loan, not just interest above some prescribed rate) was condemned as immoral in almost every culture…

Leveraged finance 1Q 2018 market update: continued sponsor friendly terms, including for delayed draw term loans

USA - April 11 2018 As the leveraged lending market remained strong in the first quarter of 2018, the market saw increasingly favorable terms for financial sponsors and…

Monitoring SEC Compliance with Equity Issuances to Employees

USA - April 9 2018 A recent SEC order serves as a reminder to private equity sponsors to ensure that their portfolio companies monitor compliance with Rule 701 of the…

DOJ Intervenes and Files Complaint in False Claims Act Suit Against Private Equity Firm and Others Based on Portfolio Company’s Alleged Illegal Kickback Scheme

USA - April 2 2018 On February 16, 2018, the United States Department of Justice (“DOJ”) filed a complaint in intervention in a False Claims Act (“FCA”)