Publications: Search Results

Charles Bernardini authors article in Italian magazine Fiscalità & commercio internazionale

George R. Mesires Authors Article in ABI Journal

Given the current economic climate, this is a good time to review how the duties of officers and directors change when a company is undergoing financial distress and becomes insolvent and what directors can do to protect themselves from personal liability.

As a controlling stockholder of a corporation, it is important to remember that Delaware law imposes a duty upon a selling controlling stockholder (i) to make such inquiry of a proposed buyer’s plans for the target company as a reasonably prudent person would make, and (ii) to generally exercise care.

They are designed to specify the information upon which the parties are relying in deciding to proceed with the transaction. Typically also buried in the boilerplate at the end of such agreements is a “non-reliance” provision, which provides that the buyer (or seller) disclaims any reliance on any information other than that specified in the representations and warranties of the acquisition agreement. For example: “As between or among the parties, any oral or written representation, agreement or statement not expressly incorporated herein, whether given prior to or on the effective date, shall be of no force and effect unless and until made in writing and signed by the parties on or after the effective date.” The exclusion or inclusion of such language and the jurisdiction of the court applying it can have a substantive impact on the success (or failure) of your claims in the event of a dispute arising from the acquisition.

Credit derivatives – bilateral contracts and debt securities the value of which is linked to the credit status of a company, a debt obligation, or a pool of debt obligations – have been available since 1992.1 The importance and frequency of use of these products, however, were transformed by the events of 2001.

It has been my honor and pleasure to serve as the President and lead the Chapter during this period of unprecedented growth.

As a volunteer organization, the ACG depends on its members to provide the time and energy required to make this a vibrant and meaningful association.

As we look back on one of the most tumultuous years in our nation's history, we should recognize and appreciate the role that the Chicago Chapter of ACG has played in these rapidly changing times.

Roll-up transactions have become a very effective way to consolidate fragmented high-growth industries in which there are a number of small competitors and few market leaders. Roll-ups are performed for a variety of business reasons: (i) increased diversification through cross-selling of products, (ii) increased liquidity of investment as well as potential for growth on an investor's return, (iii) reduced administrative and operating costs by centralizing certain company operations that are currently duplicated, (iv) changing economic or business conditions in a certain industry, and (v) better managed entities.

The ad hoc committee's report was released subsequent to the bankruptcy filing by Orange County, California, on revising the municipal bankruptcy code.