Insights
US State Regulatory Spotlight on Healthcare Transactions — Reflections From 2025
UK Regulators Finalise Updates Bank Remuneration Rules
Dive In: Dynamic World of Private Capital in Growth Tech
Report
One Big Beautiful Bill: Key Business and Investment Impacts
The Act makes permanent many expiring TCJA provisions and changes key features of US tax law applicable to businesses and investments.
Latham in Focus Video Series
The Book of Jargon Series – Word of the Day®
The Book of Jargon® is a series of practice area and industry-specific glossaries published by Latham & Watkins.
Point of No Return
Under recent English case law, the Court of Appeal held that the Balance Sheet Test was primarily a test for whether a company had “reached the point of no return”. The Court of Appeal held that a company reaches the Point of No Return when it faces “an incurable deficiency in its assets”.
Association of International Petroleum Negotiators (AIPN)
a non-profit professional association that supports international energy negotiations. The AIPN provides seminars, programs and workshops for oil and gas industry professionals, and promulgates various model form agreement documents that are recognized as the standard in international energy transactions (e.g., the AIPN Form JOA).
Kitchen-sinking
In reference to financial forecasts, an exacerbation of the downside by throwing in “everything plus the kitchen sink”.
3C7 Fund
a Hedge Fund that is exempt from the registration provisions of the Investment Company Act of 1940 (per Section 3(c)(7)) if it meets the following requirements: (1) it has only Qualified Purchasers as investors and (2) is not making a public offering of its Securities.
B Reorg
a Stock-for-Stock Acquisition treated as a Tax-Free Reorg under Section 368(a)(1)(B) of the US Internal Revenue Code if, among other things, the acquiring corporation exchanges solely its own voting Stock (or voting Stock of its 80 percent Parent) for 80 percent of the combined voting power and 80 percent of the total number of Shares of all Classes of a of a Target corporation’s non-voting Stock