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The Little Transaction with Big Complex Issues

By Paul J. Pollock
November 01, 2004

In January 2003, I received a call from the Chairman of the Board of a long-time client, Grand Toys International, Inc. He asked me to attend a negotiating session for a potential double acquisition by Grand that would fundamentally change this sleepy Nasdaq SmallCap-listed company. I sensed that that this would not be a small undertaking. But I never imagined that the transaction, even after one of the two acquisitions were abandoned, would take nearly 19 months to complete and would involve re-domesticating Grand offshore; dealing with complex proposed tax legislation targeted at preventing large, U.S.-based multinational corporations from avoiding U.S. income taxation; maintaining Grand's Nasdaq listing; and preparing a complex registration statement.

A Brief History

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