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Business Organization Updates

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The Growing Business of Marijuana

by Cozen O'Connor on

Cannabis is a banned controlled substance under the federal Controlled Substances Act and thus manufacturing, selling, or distributing cannabis violates federal criminal law. That notwithstanding, the marijuana business is...more

Howey Got Here: SEC Issues Guidance on Token Offerings

by Morrison & Foerster LLP on

The Howey test lives on—now in a lesson in what not to do when it comes to token offerings. Token offerings, also known as “initial token offerings,” “token launches,” “token sales,” “initial coin offerings,” or “ICOs,”...more

The General Data Protection Regulation – Top 10 Considerations

by Goodwin on

The clock is ticking and in less than a year the European Union (EU) General Data Protection Regulation (GDPR) will be in full force. Companies should be getting ready now in order to avoid hefty fines for violations (up to...more

Negotiating Permits?

by Allen Matkins on

The title of yesterday’s post may have been a bit recondite for some readers as I never directly mentioned negotiating permits in the post. Therefore, today’s post will back up a bit and fill in some of the missing pieces....more

UPDATE: New UK Offences of Failure to Prevent Facilitation of Tax Evasion – looming deadline

by Ropes & Gray LLP on

In May 2016, we published an Alert about UK proposals to introduce new strict liability corporate criminal offences aimed at preventing the facilitation of tax evasion. Andy Howard, Tax partner in the Ropes & Gray London...more

Family Office Series, Part IV: Family Office Trends

In the previous posts in our Family Office Series, we have examined, among other topics, how family offices are structured and the pros and cons of forming a family office....more

Unexpected Risks of Early Exercise Incentive Stock Options

by Dorsey & Whitney LLP on

Canadian companies and their outside counsel occasionally ask about the ability to grant early exercise incentive stock options (“ISOs”) to limit the impact of the U.S. alternative minimum tax (“AMT”) to their U.S. employees....more

U.S Tax Court Bounces Rev. Rul. 91-32: Sales of Partnership Interests by Foreign Partners May Not be Subject to U.S. Tax

by Dickinson Wright on

The practice of tax law is an exercise of statutory interpretation. A recent opinion of the U.S. Tax Court, Grecian Magnesite Mining, Indust. & Ship. Co. v. C.I.R., 149 T.C. No. 3 (July 13, 2017), is illustrative. Grecian...more

Pot-Friendly Credit Union Gets Second Chance at Master Account

A credit union seeking to provide banking services to marijuana-related businesses is flying high after the U.S. Court of Appeals, Tenth Circuit, reversed an order dismissing its suit requesting a master account at the...more

SEC Determines That Certain Virtual Tokens Are Securities

On July 26, 2017, the Securities and Exchange Commission (SEC) issued an investigative report concluding that certain tokens (or coins) offered and sold by The DAO, a virtual organization, were securities under the Securities...more

Singapore Legal Update - July 2017

by Allen & Overy LLP on

Issues of Corporate Governance and Due Diligence Raised in SingPost's Review of Its Acquisition of TradeGlobal - SingPost issued an update on its review of its acquisition of TradeGlobal Holdings Inc. The report...more

SEC Settles Offering Fraud Tied to Cellphone App

by Dorsey & Whitney LLP on

The focus of SEC enforcement has not changed under a new Chairman if recent cases are any indication – at least for now. For example, offering fraud actions have been a key focus of Enforcement for years....more

Court Upholds Stockholder's Share Ownership and Books-and-Records Request

by Morris James LLP on

Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose. Less common is a...more

DOJ Issues Two Declinations in First Corporate FCPA Enforcement Actions of the Trump Administration

by Allen & Overy LLP on

Speed read - In June 2017, the U.S. Department of Justice (DOJ) issued two “Declinations with Disgorgement” under the DOJ’s Pilot Program. The declinations were received by U.S. subsidiaries of the Linde Group (Linde) and...more

Vail Resorts announces sustainability, net zero plan

by PretiFlaherty on

Vail Resorts, Inc. -- the largest ski and mountain resort operator in the world -- has announced a comprehensive sustainability commitment that calls for "zero net emissions by 2030, zero waste to landfill by 2030 and zero...more

SEC Warns That ICOs and Other Internet Token Sales May Be Securities Offerings Subject to Federal Securities Laws

by Dorsey & Whitney LLP on

On Tuesday, July 25, as many practitioners probably expected, the SEC issued a warning that offers and sales of digital assets (virtual coins or tokens) by organizations using blockchain or distributed ledger technology...more

Delaware Chancellor Urges Revision of Preclusion Principles in Derivative Actions

The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more

Golly Gee—the U.S. Tax Court Ruled That the Cost of a Taxpayer's Microsoft Xbox 360 and a Nintendo Wii Used by His Children Did...

by Garvey Schubert Barer on

In 2015, the U.S. Tax Court issued its ruling in the case of David W. Laudon v. Commissioner, TC Summary Option 2015-54 (2015). The case may not raise or even resolve any novel tax issues, but it reminds us of what is...more

Day 18 of One Month to More Effective Internal Controls-COSO Objective IV: Information and Communication

by Thomas Fox on

In its Framework Volume, COSO said, “Information is necessary for the entity to carry out internal control responsibilities to support the achievement of its objectives. Management obtains or generates and uses relevant and...more

Exercise of share options and board discretion

by Allen & Overy LLP on

There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more

Reminder: SEC Exhibit Hyperlink and HTML Format Rules Become Effective September 1

by Goodwin on

Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more

How much latitude will the court give a non-defaulting party under the GMRA and GMSLA?

by Dentons on

A recent case considers service of default notices (the Notices) and valuation of trades under a Global Master Repurchase Agreement (GMRA) and a Global Master Securities Lending Agreement (GMSLA) (toghether, the Agreements)....more

Avoiding Management Struggles When it Comes to Data Breaches: Part 1

by Bryan Cave on

The best way for a company to handle a data breach is to be prepared. As we discuss in our data breach readiness handbook, preparation includes, among other things, drafting an incident response plan, reviewing...more

A Permit To Negotiate – Really?

by Allen Matkins on

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from...more

UK beneficial ownership registers – how recent developments affect finance transactions

by Dentons on

This year the UK government has introduced, updated and consulted on various measures to make the identity of those investing in the UK more transparent. Some, but not all, of these have been introduced to comply with the EU...more

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