In this series of short videos, experts in our market-leading Cross-Border Transactions and Integrations practice provide insight into a variety of practical and legal issues relevant to corporations pursuing cross-border M&A transactions, post-acquisition integrations, carve-outs and other complex domestic or international transactions.
In our first series of videos, our partners start with local issues, discussing US law matters that companies engaging in particular domestic transactions may face, leveraging lessons learned on recent engagements.
Episode 1: Deregistration of Out of State Entities
San Francisco partner Scott Meselson discusses the importance of not overlooking out-of-state deregistrations when planning for the liquidation of a subsidiary, and methods for ensuring that this important clean-up step is taken care of.
Episode 2: How to Dissolve a Delaware LLC
Chicago partner Christina Bullock provides a high level overview of some of the key steps to take for dissolving a Delaware limited liability company.
Episode 3: Delaware "Demergers"
Washington, DC partner Daniel De Deo discusses the Delaware "demerger" rules and highlights how this relatively new transaction structure can be used in both corporate restructurings and third-party deals.
Episode 4: Considerations in Cross-State Mergers
Houston partner Justin Whittenburg highlights potential pitfalls of cross-state mergers and strategies to avoid tripping into them.
Closing an acquisition is just the beginning and planning for the post-acquisition integration must begin before the deal closes. In Series 2 of our Cross-Border Transactions Insights, our practitioners discuss key considerations and strategies in implementing an effective post-acquisition integration with the goal of maximizing synergies to ensure a transaction lives up to its anticipated value.
Episode 1: Changing Slate of Directors and Officers
New York partner Claudia Poernig discusses issues that a company should consider when changing directors or officers on a multijurisdictional level as part of a post-acquisition integration or any other triggering event.
Episode 2: Project Management Considerations
Chicago senior legal project management team lead Scott Brennan discusses some key considerations for proactively managing your post-acquisition integration through (1) status tracking and reporting, (2) communication, (3) resource management, (4) technology, and (5) change management.
Episode 3: Integration Due Diligence
Chicago partner Duffy Lorenz highlights the importance of legal due diligence as a crucial step toward eliminating surprises when developing legal entity integration plans and timelines.
Episode 4: Branches and Business Registration Considerations in Integration
Washington, DC partner Nate Douglas discusses issues to consider when integrating companies with branches and business registrations into another organizational structure in a cross-border integration transaction.
Episode 5: Statutory Mergers as a Means for Integration
Chicago associate Gudrun Juffer discusses some of the reasons why a statutory merger can be one of the most powerful tools for a legal entity integration in a number of jurisdictions.
Episode 6: Asset Transfers as a Means for Integration
Chicago associate Alexandra Daniels discusses some of the benefits of, and considerations for, using an asset transfer as a means for achieving efficient entity integrations.