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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 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 shares 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, shareholders, labor union ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorption, a merger, a tender offer or a hostile takeover. 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 the 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. 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. Most countries require mergers and acquisitions to comply with antitrust or competition law. In the United States, for example, the Cl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
SLM Corporation
SLM Corporation (commonly known as Sallie Mae; originally the Student Loan Marketing Association) is a publicly traded U.S. corporation that provides consumer banking. Its nature has changed dramatically since it was set up in the early 1970s; initially a government entity that serviced federal education loans, it then became private and began offering private student loans. The company's primary business is creating, servicing, and collecting private education loans. The company also provides online tools and resources for college planning. Sallie Mae previously originated federally guaranteed student loans under the Federal Family Education Loan Program (FFELP) and worked as a servicer and collector of federal student loans on behalf of the Department of Education. The company now offers private education loans and manages more than $12.97 billion in assets. On April 30, 2014, Sallie Mae spun off its loan servicing operation and most of its loan portfolio into a separate, p ... [...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, 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 legislature, resulting in statutes; by the executive through decrees and regulations; or by judges' decisions, which form precedent in common law jurisdictions. An autocrat may exercise those functions within their realm. 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 also serves as a mediator of relations between people. Legal systems vary between jurisdictions, with their differences analysed in comparative law. In civil law jurisdictions, a legislature or other central body codifies and consolidates the law. In common law systems, judges ... [...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 United States and globally, and its lawyers represent a wide range of commercial, industrial, and financial enterprises. History Chicago lawyers Edward H. McDermott and William M. Emery founded the firm in 1934. They were initially focused as a tax law firm, and a corporate department was established in 1941 when Howard A. Will joined the firm. As the century progressed, the firm added capabilities across the legal spectrum, eventually opening eight more offices. By 1984, the firm had amassed one hundred fifty lawyers. Over the ensuing twenty years, the firm grew; in 2004, McDermott numbered over one thousand lawyers. In November 2023, amid a wave of antisemitic incidents at elite U.S. law schools, McDermott Will & Emery was among a group of major law firms that sent a letter to top law school deans warning them that an escalation in ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Precedent
Precedent is a judicial decision that serves as an authority for courts when deciding subsequent identical or similar cases. Fundamental to common law legal systems, precedent operates under the principle of ''stare decisis'' ("to stand by things decided"), where past judicial decisions serve as case law to guide future rulings, thus promoting consistency and predictability. Precedent is a defining feature that sets common law systems apart from Civil law (legal system), civil law systems. In common law, precedent can either be something courts must follow (binding) or something they can consider but do not have to follow (persuasive). Civil law (legal system), Civil law systems, in contrast, are characterized by comprehensive Code of law, codes and detailed statutes, with no emphasis on precedent, and where judges primarily focus on fact-finding and applying codified law. Courts in common law systems rely heavily on case law, which refers to the collection of precedents and le ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the U.S. 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 court is known for being a hub for corporate governance litigation in the United States, as two-thirds of ''Fortune'' 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world. Connection to corporate law Many companies prefer to incorporate in Delaware because of the state's corporate-friendly tax system and the Court's historical expertise in business litigation. The Court's judges tend to be longtime members of the Delaware State Bar Association who have spent their careers doing corporate litigation. Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater gu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
JPMorgan Chase
JPMorgan Chase & Co. (stylized as JPMorganChase) is an American multinational financial services, finance corporation headquartered in New York City and incorporated in Delaware. It is List of largest banks in the United States, the largest bank in the United States, and the world's List of largest banks#By market capitalization, largest bank by market capitalization as of 2024. As the largest of the Big Four (banking)#United States, Big Four banks in America, the firm is considered Systemically important financial institution, systemically important by the Financial Stability Board. Its size and scale have often led to enhanced regulatory oversight as well as the maintenance of an internal "Fortress Balance Sheet". The firm is headquartered in Midtown Manhattan and is set return to its former location at the new under-construction JPMorgan Chase Building at 270 Park Avenue (2021–present), 270 Park Avenue in November 2025. JPMorgan Chase was created in 2000 by the mergers and ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Bank Of America
The Bank of America Corporation (Bank of America) (often abbreviated BofA or BoA) is an American multinational investment banking, investment bank and financial services holding company headquartered at the Bank of America Corporate Center in Charlotte, North Carolina, with investment banking and auxiliary headquarters in Manhattan. The bank was founded by the merger of NationsBank and Bank of America (1904–1998), Bank of America in 1998. It is the List of largest banks in the United States, second-largest banking institution in the United States and the second-largest bank in the world by market capitalization, both after JPMorgan Chase. Bank of America is one of the Big Four (banking)#United States, Big Four banking institutions of the United States. and one of eight systemically important financial institutions in the US. It serves about 10 percent of all American bank deposits, in direct competition with JPMorgan Chase, Citigroup, and Wells Fargo. Its primary financial se ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Sallie Mae
SLM Corporation (commonly known as Sallie Mae; originally the Student Loan Marketing Association) is a publicly traded U.S. corporation that provides consumer banking. Its nature has changed dramatically since it was set up in the early 1970s; initially a government entity that serviced federal education loans, it then became private and began offering private student loans. The company's primary business is creating, servicing, and collecting private education loans. The company also provides online tools and resources for college planning. Sallie Mae previously originated federally guaranteed student loans under the Federal Family Education Loan Program (FFELP) and worked as a servicer and collector of federal student loans on behalf of the Department of Education. The company now offers private education loans and manages more than $12.97 billion in assets. On April 30, 2014, Sallie Mae spun off its loan servicing operation and most of its loan portfolio into a separate, p ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Litigation
A lawsuit is a proceeding by one or more parties (the plaintiff or claimant) against one or more parties (the defendant) in a 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 with respect to a civil action brought by a plaintiff (a party who claims to have incurred loss as a result of a defendant's actions) who requests a legal remedy or equitable remedy from a court. The defendant is required to respond to the plaintiff's complaint or else risk default judgment. If the plaintiff is successful, judgment is entered in favor of the plaintiff, and the court may impose the legal or equitable remedies available against the defendant (respondent). A variety of court orders may be issued in connection with or as part of the judgment to enforce a right, award damages or restitution, or impose a temporary or permanent injunction to prevent an act or compel an act. A declaratory judgment m ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Finance
Corporate finance is an area of finance that deals with the sources of funding, and the capital structure of businesses, 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.SeCorporate Finance: First Principles Aswath Damodaran, New York University's Stern School of Business Correspondingly, corporate finance comprises two main sub-disciplines. Capital budgeting is concerned with the setting of criteria about which value-adding Project#Corporate finance, 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 operating balance of current assets and Current liability, cu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Labor Union
A trade union (British English) or labor union (American English), often simply referred to as a union, is an organization of workers whose purpose is to maintain or improve the conditions of their employment, such as attaining better wages and Employee benefits, benefits, improving Work (human activity), working conditions, improving safety standards, establishing complaint procedures, developing rules governing status of employees (rules governing promotions, just-cause conditions for termination) and protecting and increasing the bargaining power of workers. Trade unions typically fund their head office and legal team functions through regularly imposed fees called ''union dues''. The union representatives in the workforce are usually made up of workplace volunteers who are often appointed by members through internal democratic elections. The trade union, through an elected leadership and bargaining committee, bargains with the employer on behalf of its members, known as t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
