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When Private Equity Knocks, Will You Be Ready to Answer?
The wealth-building strategy for the executive team and investors in a franchisor traditionally focused on setting the stage for one of three scenarios: a private sale to a strategic buyer; going public through an initial public offering, with a secondary offering to partially liquidate the group's investment; or establishing an enterprise with significant cash flow available for salaries, bonuses, dividends, and other emoluments of financial success. An attractive option now available is the private equity option, which involves a sale of all or the controlling share of the equity of the business to a financial buyer. This approach reorients financial exit strategy to harvest simultaneously the gain in enterprise value while positioning existing management and possibly investors to participate in future value accretion. This approach usually allows, or even compels, existing management to participate in the equity of the business going forward.
The sellers' objective is always to maximize selling price, tempered by the reality of creating a tenable rollover equity position should the sellers desire to continue ownership at some level. As seller management considers this prospect, the books, records, and practices of the franchisor will come under intense scrutiny as part of the diligence process. The skeletons in closets will be identified and valued, and downside risk will be weighed. Several simple steps could enhance value and reduce downside risk. These steps could also cement the image of management as truly on top of the business and capable of managing the next phase of growth.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
CLE Shouldn't Be the Only Mandatory Training for Attorneys
Each stage of an attorney's career offers opportunities for a curriculum that addresses both the individual's and the firm's need to drive success.
Discovery of Claim Construction and Infringement Analysis May be Compelled Prior to a Markman Hearing
A defendant in a patent infringement suit may, during discovery and prior to a <i>Markman</i> hearing, compel the plaintiff to produce claim charts, claim constructions, and element-by-element infringement analyses.