Professional Documents
Culture Documents
Starting a Deal
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Oil & Gas M&A Portal | Providing Access to a Library of Insight
Confidentiality Agreements
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Getting the Deal Started
• Typically, the Seller will seek to protect both written and verbal
information provided by the Seller or any of its Representatives to
the Buyer or any of its Representatives
• Includes notes, analyses, compilations, studies, interpretations,
documents or records relating thereto
• Seller seeks to cover materials/information provided before or after
the date of the NDA
• The Buyer seeks to limit what is confidential in several ways
• Only include information expressly marked "confidential"
• Only include information received in respect of the transaction
• Only include information delivered after execution of NDA
• NDAs typically restrict the parties from disclosing not only the
Confidential Information but also "Discussion Information" or
"Deal Information" – i.e., the existence of the negotiations and the
terms and conditions of any potential offers
• Potential buyers generally want to restrict disclosure of
negotiations to limit competition from other potential buyers
• Seller generally wants to restrict disclosure of negotiations to
avoid disruption to the business by being "in play." Seller also
wants to avoid parties knowing exactly who is (and who is not)
involved in an auction process so that the Seller can create the
appearance of maximum competition
• Term
• Periods range from six months to two years
• Covered Buyer Entities
• If affiliates must be included, ensure they are limited to controlled
affiliates/subsidiaries who have been provided Confidential Information
• Covered Employees
• Employees above a certain level (e.g., executive officers, employees with a
title of vice president or above, management-level employees, etc.)
• Only employees who become known as part of process or employees to
whom the Buyer was first introduced as part of process
• Exceptions
• Employees responding to general advertisements
• Employees placed by a placement agency
• Unsolicited inquiries from employees (this is often the most contentious point
as difficult for Seller to prove violation of this exception)
"For a period of [ ], after the date hereof, neither you nor any of
your controlled affiliates to whom you have provided Confidential
Information will solicit any management-level employee of the
Company to whom you have been made aware of first been
introduced in connection with your evaluation of the Possible
Transaction to terminate his or her employment with the Company;
provided that neither you nor your affiliates shall be prohibited from
making general solicitations of employment (whether through the
use of placement agencies or otherwise) or from further
soliciting or hiring any such person who responds to such
general solicitation or who first contacts you or such affiliate on
his or her own initiative without any solicitation or who first
contacts you or such affiliate on his or her own initiative without
any solicitation or encouragement by you or such affiliate."
• General Term
• Periods range from 1 year to 7 years
• Sellers will often omit a termination or expiration date, meaning that
obligations would last indefinitely
• Strategic buyers typically will be required to agree to longer terms
than financial buyers
• Trade secrets, if disclosed, will often have an extended term
Letters of Intent
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Letters of Intent
• Regulatory
• HSR
• Financing
• Can be used to secure financing
• Covenant relief – easier to talk to the bank with evidence of
contemplated deal
• Exclusivity
• Seller wants a clear picture of Buyer’s proposed terms before
committing to going exclusive
Investment Banker
Engagement Letters
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Investment Banker Engagement Letters
• Compensation
• Percentage of "Consideration"
• Fixed fee
• lncentive fee structure based on purchase price
• Exceptions (e.g., identified Buyers)
• Tax withholding
• Definition of "Consideration"
• Cash
• Debt and other liabilities
• Dividends and share repurchases
• Termination
• Fixed term
• At any time? With minimum notice?
• "Cause" exception to tail – willful misconduct or bad faith
• Banker quits
• Expenses
• Limited to a dollar amount without consent
• In addition to fee
• Opinion
• Indemnification
• Gross negligence exception
• Bad faith and willful misconduct
• Control of defense
• Confidentiality
• Non-Reliance by Stockholders
• Conflict of Interest
• Relationship with Seller
• Financing for Seller
• Ordinary course trading, hedging, commercial banking and other
financial advisory services
• Confidentiality and ethical walls
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Key Milestones in the Process
• Business Understanding
• Assembling the Deal Team
• Business team
• Financial advisors
• Legal advisors
• Accountants
• Consultants
• Coordination and communication between all parties is critical
• Preliminary Documentation
• Indication of Interest
• Letter of Intent
• NDA
• Exclusivity
• Due Diligence
• Signing of Definitive Agreement and Subsequent Public
Announcement (8-K)
• Post-Signing Activities
• Consents
• Regulatory Approvals
• Stockholder Approval
• Closing
• Post-Closing Activities
• Entire Enterprise
• Subsidiary
• Division
• Specific Assets (i.e., a product line or factory)
• Liability Management
• Avoidance of liability
• Insulate Buyer against liability
• Use of subsidiary structures
• Asset acquisitions (with some caveats)
• Timing
• Antitrust Considerations
Types of Transactions
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Oil & Gas M&A Portal | Providing Access to a Library of Insight
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Negotiated Stock Purchase
Shares
Stockholders Buyer Buyer
$$
Shares
Target Target
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Negotiated Asset Purchase
Assets Assets
• Consensual transaction between Buyer and selling company, not selling stockholders
• Transaction usually limited to specific assets and liabilities and requires assignment of
each and every asset, and assumption of each and every liability involved in the
transaction
• Assets can include stock of subsidiaries
• May result in entity and stockholder level taxation
• Buyer Approvals
• Board approval generally required
• Stockholder approval requirements depend on type of consideration
• Seller Approvals
• If “all or substantially all” of assets, board and stockholders must approve
• Otherwise, board approval is sufficient
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Oil & Gas M&A Portal | Providing Access to a Library of Insight
Mergers
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Direct Merger
A B
Stockholders
Stockholders Stockholders
Merger
A B A
A A
Merger A
T T
Sub
• Company A creates a subsidiary (“A Sub”) which merges into Company T, with
Company T designated as the surviving company
• Generally preferred structure versus a forward merger due to fewer consents required
• Buyer Approvals: (1) Board approval generally required, (2) Stockholder approval
requirements depend on type of consideration (20% Rule under NYSE/Nasdaq)
• Target Approvals: (1) Board approval, (2) Majority (or supermajority) approval of
outstanding shares and (3) Possible appraisal rights
T A A [and T]
Stockholders Stockholders Stockholders
A A
Merger A A
T
Sub Sub
• Same as reverse subsidiary merger, except that A Sub would be designated as the
surviving company
• Impact on T stockholders is the same
• More flexible tax treatment
• More issues with respect to consents
Tender Offers
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Tender/Exchange Offer
T Cash
A
Public A
T Shares Stockholders
Stockholders
T T
• Object of the tender or exchange offer is to acquire shares representing the voting
power necessary to approve a “second step” merger
• Public company tender offer virtually never results in 100% ownership
• Tender offer is usually conditioned on the tender by public stockholders of at least 50% of the
fully diluted shares
• If 90% (or a simple majority if DGCL §251(h) is used) of the shares are obtained, Buyer may
be permitted to do a “short-form” merger without a stockholder vote in the second step
T Cash
A
Public A
T Shares Stockholders
Stockholders
T T
• Target Approvals
• Target board approval generally not required for Buyer to make the offer (hostile offers)
• Majority (or supermajority) stockholder tender needed
• Schedule 14D-9 stating the Board’s recommendation of the offer
• Buyer Approvals
• Depends on consideration and structure
• Board approval generally required
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
DGCL 251(h)
• The Buyer consummates a tender offer for any and all of the Target’s
outstanding shares that would otherwise be entitled to vote on the
adoption of the merger agreement
• Following consummation of the tender offer, the Buyer owns at least
the percentage of shares (typically, a majority) that otherwise would
be required to adopt the merger agreement
• The Buyer entity consummating the offer merges with or into the
Target pursuant to the merger agreement
• The outstanding shares of the Target not purchased in the tender
offer (or otherwise cancelled in the merger) are converted in the
merger into the same amount and kind of consideration paid for
shares accepted in the tender offer
Types of Consideration
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Oil & Gas M&A Portal | Providing Access to a Library of Insight
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
The Basics – Public Deals
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
The Basics – Public Deals
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
The Basics – Public Deals
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
What are Contingent Value Rights (CVRs)?
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
The Basics – Private Deals
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
What is an Earnout?
• Both the Buyer and the Seller should consider the following
factors:
• Determine whether and how to account for synergies from combining
businesses
• Settle on accounting/dispute resolution mechanisms
• Typically Buyer prepares statement following period end, Seller has
period to object, objections resolved through negotiations or independent
accounting expert
• Many earnouts refer disputes to an independent accounting firm for
resolutions, while a small number contemplate arbitration to resolve disputes
• Appoint Sellers’ representative if there are multiple Sellers
• Tax Considerations
• Deferred purchase price generally treated as capital gain to Seller
(capital asset of Buyer)
• Earnouts more properly characterized as compensation for services
may result in ordinary income to Seller and be deductible as
expenses to Buyer
• Disadvantageous tax treatment may be triggered where payment is
tied to continued employment
• Accounting Considerations
• Deferred purchase price generally treated as additional cost of
acquired enterprise
• Some agreements for contingent consideration may be considered
compensation for services and accounted for as expenses in
appropriate periods
Purchase Price
Adjustments
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
What is a Purchase Price Adjustment?
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Working Capital Adjustment
Oil & Gas M&A Portal | Providing Access to a Library of Insight 101
Working Capital Importance
Oil & Gas M&A Portal | Providing Access to a Library of Insight 102
Indebtedness and Cash Adjustments
Oil & Gas M&A Portal | Providing Access to a Library of Insight 103
Net Asset Value Adjustment
Oil & Gas M&A Portal | Providing Access to a Library of Insight 104
Key Elements of Calculation Methodology
Oil & Gas M&A Portal | Providing Access to a Library of Insight 105
Accounting Procedures
Oil & Gas M&A Portal | Providing Access to a Library of Insight 106
Accounting Procedures (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 107
Dates For Adjustments
Oil & Gas M&A Portal | Providing Access to a Library of Insight 108
Dates For Adjustments (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 109
Dispute Resolution
Oil & Gas M&A Portal | Providing Access to a Library of Insight 110
Example Closing Price Adjustment Mechanics
Closing: Buyer pays the Purchase For 10 days, Buyer, Seller and accountants
Price based on the Estimated consult in good faith to resolve differences.
Financial Statements Unresolved matters are referred to
Buyer delivers Closing arbitration by independent accounting firm
Financial Statements to
Seller (as of Closing) Buyer or Seller pay
10 days adjustments with interest
5 days 60 days 30 days 10 days
Oil & Gas M&A Portal | Providing Access to a Library of Insight 111
Example of Simple Adjustment(s)
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Oil & Gas M&A Portal | Providing Access to a Library of Insight
Timelines –
Public and Private Deals
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Timelines: Private Deals
Oil & Gas M&A Portal | Providing Access to a Library of Insight 114
Timelines: Public Deals
Sign Merger
Agreement
One Step
Week 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
–
Oil & Gas M&A Portal | Providing Access to a Library of Insight 116
Illustrative Timeline – Public Stock Transactions
Sign Merger
Agreement
Issue Press Release
SEC Review and
One Step
Target Stockholder
Merger
Week 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
File Registration
Exchange Offer
Comment
Agreement 14D-9 Business Days relying on DGCL Stockholder
Responses
Following §251(h) Meeting
Issue Press Summary Completed
Commencement,
Release Advertisement absent OR Print and Mail Close Merger
File Preliminary Mail Exchange significant Staff Proxy/
Comments) Prepare and File
Communications Offer Materials to Prospectus to
Registration
per Rule 425 Target Target
Bidder Gains Statement
Stockholders Stockholders
Control of Target (Proxy/Prospectus)
Note: Assumes no antitrust or other regulatory delay, and no bidder stockholder approval required.
Oil & Gas M&A Portal | Providing Access to a Library of Insight 117
Oil & Gas M&A Portal | Providing Access to a Library of Insight
Due Diligence
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Oil & Gas M&A Portal | Providing Access to a Library of Insight
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Due Diligence – Setting the Stage
Oil & Gas M&A Portal | Providing Access to a Library of Insight 120
Due Diligence – Setting the Stage (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 121
Oil & Gas M&A Portal | Providing Access to a Library of Insight
Getting Started
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Due Diligence – Getting Started
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Due Diligence – Getting Started (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 124
Due Diligence – Getting Started (cont’d)
• Sellers
• Organize data room
• Gather, organize and keep inventory of relevant documents
• May be necessary or appropriate to redact documents, or withhold until
later in the process
• Prepare Disclosure Schedule
• Information from data room or interviews of relevant parties
• If Seller is receiving stock as consideration, more thorough due
diligence may be appropriate, including diligence of the Buyer
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Due Diligence – Getting Started (cont’d)
• Buyers
• Everything is not as it appears
• Problems unknown or unrecognized by the Seller
• Seller’s “spin” may not represent reality
• Generally trust but always verify
• Diligence should be done up front. No such thing as post-signing
“confirmatory” diligence
• Diligence is not a rote exercise
• Need to know what you are looking for
• Focused requests much more effective
• Complete diligence interviews and follow up
• Be inquisitive and persistent
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Oil & Gas M&A Portal | Providing Access to a Library of Insight
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Due Diligence – U.S. Laws and Regulations
Restricting International Business Activities
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Due Diligence – U.S. Laws and Regulations
Restricting International Business Activities (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 129
Due Diligence – U.S. Laws and Regulations
Restricting International Business Activities (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 130
Oil & Gas M&A Portal | Providing Access to a Library of Insight
Additional Considerations
February 2016
Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in the United Kingdom,
France, Italy and Singapore and as affiliated partnerships conducting the practice in Hong Kong and Japan. The Law Office of Salman M. Al-Sudairi is Latham & Watkins’ associated office in the Kingdom of Saudi Arabia.
© Copyright 2016 Latham & Watkins. All Rights Reserved.
Due Diligence – Additional Considerations
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Due Diligence – Additional Considerations (cont’d)
Oil & Gas M&A Portal | Providing Access to a Library of Insight 133