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Material Adverse Change
In the fields of mergers and acquisitions and corporate finance, a material adverse change (abbreviated MAC), material adverse event (MAE), or material adverse effect (also MAE) is a change in circumstances that significantly reduces the value of a company. A contract to acquire, invest in, or lend money to a company often contains a contractual term , term that allows the acquirer, investor, or lender to cancel the transaction if a material adverse change occurs. Where an acquiring company uses its own stock as part of the consideration paid to acquire another company, or in a merger of two companies, the contract may provide that either party to the transaction can cancel it if a material adverse change significantly reduces the value of the other party. Large transactions often require a long period of time between the signing of a contract and completion of the transaction. For example, time may be required to obtain approval of the transaction by government agencies, sharehol ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is a legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. A deal may be euphemistically called a ''merger of equals'' if both CEOs agree that joining together is in the best interest of both of their companies. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. In most countries, mergers and acquisitions must co ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Legal Terminology
Law is a set of rules that are created and are enforceable by social or governmental institutions to regulate behavior,Robertson, ''Crimes against humanity'', 90. with its precise definition a matter of longstanding debate. It has been variously described as a science and as the art of justice. State-enforced laws can be made by a group legislature or by a single legislator, resulting in statutes; by the executive through decrees and regulations; or established by judges through precedent, usually in common law jurisdictions. Private individuals may create legally binding contracts, including arbitration agreements that adopt alternative ways of resolving disputes to standard court litigation. The creation of laws themselves may be influenced by a constitution, written or tacit, and the rights encoded therein. The law shapes politics, economics, history and society in various ways and serves as a mediator of relations between people. Legal systems vary between jurisdictions, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
McDermott Will & Emery
McDermott Will & Emery is an international law firm with a diversified business practice. The firm is one of the largest grossing law firms in the US and globally, and its lawyers represent a wide range of commercial, industrial and financial enterprises, both publicly and privately held. The firm consists of multiple legal entities that are coordinated through service agreements: McDermott Will & Emery LLP (based in Illinois with offices throughout the US and a foreign office in South Korea), McDermott Will & Emery AARPI (France), McDermott Will & Emery Belgium LLP, McDermott Will & Emery Rechtsanwälte Steuerberater LLP (both based in Delaware with offices in Belgium or, respectively, Germany), McDermott Will & Emery Studio Legale Associato (Italy) and McDermott Will & Emery UK LLP. Size McDermott has more than 1,100 lawyers across 20 offices in the United States, Europe and Asia. History Chicago lawyers Edward H. McDermott and William M. Emery founded the firm in 1934 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Precedent
A precedent is a principle or rule established in a previous legal case that is either binding on or persuasive for a court or other tribunal when deciding subsequent cases with similar issues or facts. Common-law legal systems place great value on deciding cases according to consistent principled rules, so that similar facts will yield similar and predictable outcomes, and observance of precedent is the mechanism by which that goal is attained. The principle by which judges are bound to precedents is known as ''stare decisis'' (a Latin phrase with the literal meaning of "to stand in the-things-that-have-been-decided"). Common-law precedent is a third kind of law, on equal footing with statutory law (that is, statutes and codes enacted by legislative bodies) and subordinate legislation (that is, regulations promulgated by executive branch agencies, in the form of delegated legislation) in UK parlance – or regulatory law (in US parlance). Case law, in common-law jurisdictions, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The chief judge is called the Chancellor, and the remaining judges are called Vice Chancellors. The chancellor and vice chancellors are nominated by the governor and confirmed by the state senate for 12-year terms. Jurisdiction The Court's jurisdiction is a hybrid of constitutional provisions, statutes, and case law. According to the Delaware Judicial Information Center The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The General Assembly may confer upon the Court of Chancery additional stat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
JPMorgan Chase
JPMorgan Chase & Co. is an American multinational investment bank and financial services holding company headquartered in New York City and incorporated in Delaware. As of 2022, JPMorgan Chase is the largest bank in the United States, the world's largest bank by market capitalization, and the fifth largest bank in the world in terms of total assets, with total assets of US$3.774 trillion. Additionally, JPMorgan Chase is ranked 24th on the Fortune 500 list of the largest United States corporations by total revenue. It is considered a systemically important bank by the Financial Stability Board. As a " Bulge Bracket" bank, it is a major provider of various investment banking and financial services. It is one of America's Big Four banks, along with Bank of America, Citigroup, and Wells Fargo. JPMorgan Chase is considered to be a universal bank and a custodian bank. The J.P. Morgan brand is used by the investment banking, asset management, private banking, wealth man ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bank Of America
The Bank of America Corporation (often abbreviated BofA or BoA) is an American multinational investment bank and financial services holding company headquartered at the Bank of America Corporate Center in Charlotte, North Carolina. The bank was founded in San Francisco. It is the second-largest banking institution in the United States, after JPMorgan Chase, and the second largest bank in the world by market capitalization. Bank of America is one of the Big Four banking institutions of the United States. It serves approximately 10.73% of all American bank deposits, in direct competition with JPMorgan Chase, Citigroup, and Wells Fargo. Its primary financial services revolve around commercial banking, wealth management, and investment banking. One branch of its history stretches back to the U.S.-based Bank of Italy, founded by Amadeo Pietro Giannini in 1904, which provided various banking options to Italian immigrants who faced service discrimination. Originally headquartered ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Litigation
- A lawsuit is a proceeding by a party or parties against another in the civil court of law. The archaic term "suit in law" is found in only a small number of laws still in effect today. The term "lawsuit" is used in reference to a civil action brought by a plaintiff (a party who claims to have incurred loss as a result of a defendant's actions) requests a legal remedy or equitable remedy from a court. The defendant is required to respond to the plaintiff's complaint. If the plaintiff is successful, judgment is in the plaintiff's favor, and a variety of court orders may be issued to enforce a right, award damages, or impose a temporary or permanent injunction to prevent an act or compel an act. A declaratory judgment may be issued to prevent future legal disputes. A lawsuit may involve dispute resolution of private law issues between individuals, business entities or non-profit organizations. A lawsuit may also enable the state to be treated as if it were a private party i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Finance
Corporate finance is the area of finance that deals with the sources of funding, the capital structure of corporations, the actions that managers take to increase the Value investing, value of the firm to the shareholders, and the tools and analysis used to allocate financial resources. The primary goal of corporate finance is to Shareholder value, maximize or increase valuation (finance), shareholder value. Correspondingly, corporate finance comprises two main sub-disciplines. Capital budgeting is concerned with the setting of criteria about which value-adding projects should receive investment funding, and whether to finance that investment with ownership equity, equity or debt capital. Working capital management is the management of the company's monetary funds that deal with the short-term business operations, operating balance of current assets and Current liability, current liabilities; the focus here is on managing cash, inventory, inventories, and short-term borrowing an ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Labor Union
A trade union (labor union in American English), often simply referred to as a union, is an organization of workers intent on "maintaining or improving the conditions of their employment", ch. I such as attaining better wages and benefits (such as holiday, health care, and retirement), improving working conditions, improving safety standards, establishing complaint procedures, developing rules governing status of employees (rules governing promotions, just-cause conditions for termination) and protecting the integrity of their trade through the increased bargaining power wielded by solidarity among workers. Trade unions typically fund their head office and legal team functions through regularly imposed fees called ''union dues''. The delegate staff of the trade union representation in the workforce are usually made up of workplace volunteers who are often appointed by members in democratic elections. The trade union, through an elected leadership and bargaining committee, b ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
