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8 Legal To-Dos Before Your First Investment

So, you’re about to raise money for the first time. Good luck! Before you start approaching VC firms for pitch opportunities, though, be aware that investors typically expect a certain amount of organization and structure...more

How Leading Philippine Companies are Using Bonds to Their Advantage [Video]

More than two dozen senior executives, including lawyers from Latham & Watkin's Hong Kong and Singapore offices, led presentations and panel discussions at an industry conference focused on the Philippine bond market, hosted...more

Why Does My Joint Venture Pay Corporate Taxes? When Tax Status Doesn’t Match State Form

Most of the time the state-law classification of an entity and its federal income tax classification match. A corporation will be taxed as a corporation and a partnership will not be taxed, instead merely filing an...more

New Amendment To The France-Luxembourg Tax Treaty: Capital Gains On Sale Of Real Estate Entities Will Be Taxable In The State...

Based on the press release issued by the Luxembourg Ministry of Finance (MoF), the amendment allocates the right to tax capital gains realised upon the sale of stock, shares or other rights in companies, trusts or any other...more

CFTC Publishes Long-Awaited JOBS Act Relief

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

SEC Sends A Message — To Executives And Their Companies

In October 2013, SEC Chair Mary Jo White gave a speech at the Securities Enforcement Forum in which she declared an “enforcement mission” of the SEC to be implementation of the “broken windows” theory of crime deterrence...more

Employers Beware: McDonald’s Memorandum Suggests That the NLRB Intends to Loosen the Standard for When Legally Separate Entities...

In late July, the General Counsel of the National Labor Relations Board (the “NLRB” or “Board”) issued a memorandum in a group of cases against operators of several McDonald’s franchises. The memorandum is significant...more

“Culture of Compliance” Urged by FinCEN

Following months of rumors that the Financial Crimes Enforcement Network (FinCEN) is preparing to impose personal liability on officers, directors and employees for shortcomings in their financial institutions’ Bank Secrecy...more

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

Personal Responsibility for PA Tax Assessments

Under Pennsylvania law, there are important exceptions to the general rule that officers, employees and owners of a corporation or limited liability company have no personal liability for the business’s unpaid tax...more

Delaware Court of Chancery Upholds Forum Selection Bylaw That Chose a Non-Delaware Forum Against Facial and As-Applied Challenges

On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an "as-applied" basis at the motion to...more

Recent Developments in Insolvency Law

Italian legislative amendments promote rescue over liquidation for companies facing insolvency, in line with this year’s European Commission recommendation. Italian lawmakers have passed two decrees which will provide...more

CFTC’s (Sort-of) Relief for Funds Using General Solicitation

The CFTC’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued a no-action letter that provides exemptive relief until the CFTC takes action on JOBS Act related amendments to its Part 4 Rules....more

IRS Internal Memorandum Advises That Self-Employment Tax Applies to Profits From an Investment Manager

On September 5, 2014, the Office of Chief Counsel, Internal Revenue Service (IRS) released an internal generic legal advice memorandum advising an IRS field agent that the statutorily provided “limited partner” exception to...more

Delaware Court of Chancery Upholds North Carolina "Exclusive Forum" Bylaw

In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more

Receiver Appointed To Oversee Sell-Off Of Corporation's Intellectual Property

When I wrote last week about Americana Development, Inc. v. Ebius Trading & Distributing Co., the Business Court had entered a TRO against the Defendants prohibiting them from disposing of the intellectual property of...more

New Requirements for Commercial Co-Venturers in South Carolina

Governor Nikki Haley signed into law House Bill 3367, which amends the South Carolina Solicitation of Charitable Funds Act, and took effect upon the governor's signature. Some of the new registration requirements must be...more

Recent Decision Confirms That Forum Selection Bylaws Are Best Considered on a Clear Day

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Claims of Branding, Acquisition and Control Satisfy Single-Employer Test

The Worker Adjustment and Retraining Notification Act (WARN Act) was enacted in 1988 to allow workers to adjust to the prospective loss of employment from a plant closing or mass layoff. It requires employers to give affected...more

Hedge Funds Word of the Day™ – 10b5-1 Plan [Video]

Latham & Watkins partner Stephen Wink explains the Hedge Funds term 10b5-1 Plan, a plan used by company insiders to sell shares in the company without running afoul of restrictions on insider trading. For additional...more

Hilton on the hook: No release for the guarantor

A new Court of Appeal decision handed down on Friday 5 September has given landlords some comfort that leases entered into before a line of cases that ruled many guarantee provisions invalid will still be interpreted in a...more

Courts Differ on Enforceability of Unilaterally Adopted Forum Selection Bylaws

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of...more

Guide to Doing Business in Australia: Company Law

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition...more

SEC – USAO File Actions Based on Scheme To Conceal Ownership

Building on an undercover sting operation, the SEC filed an enforcement action against two individuals and their controlled entity. They are alleged to have conducted a business which helped shareholders conceal their...more

The Next Big Thing for Companies Outside the US: US IPOs Using a Yield-oriented Structure

Ten practical considerations can help companies around the world tap the significant US capital market with IPOs. Investors in the United States continue the search for yield. Over the past several years, over 60...more

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