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In The Marketplace
Ag Services of America, Inc. of Cedar Falls, IA has announced that Rabobank International, the corporate and investment banking arm of the Netherlands-based Rabobank Group, has entered into a definitive agreement to acquire the company. Under the terms of the agreement, Rabobank would purchase 100% of the common stock of Ag Services in an all-cash transaction, at a price of $8.50 per common share of the company's stock, a premium of approximately 39% over the closing price of $6.12 on Oct. 31, 2003. This price values the total issued shares of Ag Services at approximately $47 million. The acquisition is anticipated to close on or about Dec. 31, 2003, subject to Ag Services shareholder approval and Dutch Central Bank approval. This acquisition is a part of Rabobank's strategy of expanding its retail banking and agricultural lending business to the most promising markets around the world. This purchase follows other recent U.S. acquisitions including VIB Corp of California and Lend Lease Agri-Business of St. Louis, MO. Ag Services provides operating credit to producers and administers financing programs for input retailers and suppliers in agricultural markets throughout the central United States. For the 2003 crop season the company originated approximately $265 million in loans and had 116 employees.
Bank of America Corporation of Charlotte, NC and FleetBoston Financial Corporation of Boston have announced a definitive merger agreement. The merger, to be accomplished through a stock-for-stock transaction, establishes a new Bank of America that will have $68 billion in shareholders' equity. It has been reported that these two companies have generated $10 billion in earnings in the first 9 months of 2003. Charles K. Gifford, currently chairman and chief executive officer of FleetBoston, will be chairman of the board of directors of the merged company from Boston. Kenneth D. Lewis, currently chairman and chief executive officer of Bank of America, will be chief executive officer and will maintain his principal office in the combined company's headquarters in Charlotte.
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.
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.
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.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Compliance Officers: Recent Regulatory Guidance and Enforcement Actions and Mitigating the Risk of Personal Liability
This article explores legal developments over the past year that may impact compliance officer personal liability.