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Business Organization Updates

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New Developments on the Scope of the Registered Investment Adviser Exemption under Section 16 of Exchange Act

by Proskauer Rose LLP on

Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more

IRS Resumes Issuing Transactional Spin-Off Rulings

by Proskauer - Tax Talks on

On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52 (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off”...more

Funding Arrangements in Private Litigation Are Private Matters—Not to Be Scrutinized by the Federal Court or the Defendant

by Bennett Jones LLP on

Equip: IP Litigation Case of the Week - The cost of litigation can be a non-starter for an intellectual property owner with a strong infringement case. Litigation funding enterprises can help where the cost of litigation...more

Risky Business: Mitigating Exposure Through Comprehensive Risk Management

by Ropes & Gray LLP on

Ropes & Gray is pleased to share “Risky Business,” a comprehensive report on trends and best practices in risk management. Based on a survey by FT Remark, a research service from the Financial Times that interviewed 300...more

New European Commission proposals aimed at promoting growth and investment in Europe

by Dechert LLP on

The European Commission has proposed a series of reforms to strengthen and further centralise supervision of the European capital and financial markets at the EU level with the aim of creating stronger and more integrated...more

Read This Case. Slap Your Head. Not Too Hard.

by Farrell Fritz, P.C. on

Having read thousands of court opinions during my 30+ years as a litigator, I’ve learned to assume that there are things going on beyond what can be gleaned from the court’s written decision, and that these hidden factors may...more

NYSE Proposes Change in Material News Releases After Closing

by Goodwin on

The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more

Corporate and Financial Weekly Digest - Volume XII, Issue 36

SEC/CORPORATE - Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed - On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of...more

Five Things To Know About German Merger Control

by McDermott Will & Emery on

As reported previously, German competition law was recently amended. The amendments included with the introduction of a “size of transaction”-threshold a notable change with respect to German merger control. The following is...more

Why Kokesh Really Matters

by WilmerHale on

For U.S. Securities and Exchange Commission enforcement practitioners, perhaps the blockbuster decision of the last U.S. Supreme Court term was Kokesh v. SEC — but not for the reason that you might suspect. In Kokesh, the...more

In the Third-Largest FCPA Enforcement Action Ever, Telia Agrees to Pay Almost $1 Billion to Resolve Bribery Inquiry in Uzbekistan;...

by Ropes & Gray LLP on

In the first blockbuster FCPA action of the Trump administration, on September 21, 2017, Swedish telecommunications company Telia agreed to pay $965 million in total penalties to the U.S. Department of Justice (“DOJ”) and...more

SEC Issues Revised C&DIs Reflecting Updates for Prior Amendments to Rules 147 and 504, the Repeal of Rule 505 and Clean-up Changes

On September 20, 2017, the staff of the SEC’s Division of Corporation Finance issued revised compliance and disclosure interpretations (“C&DIs”) for purposes reflecting updates for prior amendments to Securities Act Rules 147...more

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

by Allen Matkins on

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...more

In Case You Missed It: Launch Links - September, 2017 #3

by WilmerHale on

Some interesting links we found across the web this week: When to Let Your Competitors Be Your Investors - In this VentureBeat article, WilmerHale Partner Josh Fox discusses the risks and rewards of accepting funds...more

Future Proofing Boards of Directors for Family Businesses

by Davis Wright Tremaine LLP on

Michael Eisner, former CEO of Walt Disney, said it best that “management is not a science, it is an art.” But, not all art stands the test of time—and the composition of the board, and the way the directors manage a family...more

Debt vs. Equity: Form & Substance Matter

by Farrell Fritz, P.C. on

Some lessons need to be repeated until learned. It’s a basic rule of life. Don’t tug on Superman’s cape; don’t spit into the wind; don’t pull the mask off that old Lone Ranger; and if you are going to make a loan, give it the...more

Boomerang Systems – 12(b)(6) Motion To Dismiss Denied

by Fox Rothschild LLP on

In a decision signed September 21, 2017 in an adversary proceeding related to the Boomerang Systems bankruptcy (case 15-11729), Judge Walrath of the Delaware Bankruptcy Court denied a defendants FRCP 12(b)(6) motion to...more

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

by Locke Lord LLP on

On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

Good Housekeeping Tips Every 401(k) Plan Sponsor Should Follow

by Ary Rosenbaum on

Good housekeeping isn’t just about keeping your house clean, it’s about keeping everything in order. When it comes to being a 401(k) plan sponsor, good housekeeping isn’t about dusting and putting baking soda in the...more

Is a Business Tax Reform Game Plan Beginning to Take Shape?

by McDermott Will & Emery on

Substantial tax reform is underway and the business community is intently awaiting details of this activity with the aim of positioning themselves to maximize opportunities and minimize any costs or risks that reform may...more

CAFC Issues Writ of Mandamus reversing Eastern District of Texas 4-Factor Test for a “Regular and Established Place of Business”...

In In re: Cray, Inc, No. 2017-129, the CAFC issued a writ of mandamus vacating Judge Gilstrap’s decision involving venue under 28 U.S.C. §1400(b) in Raytheon Co. v. Cray Inc., Case No. 15-cv-1554 (E.D. Texas). That earlier...more

Beware of Prior Act Exclusions and Retroactive Dates When Procuring or Renewing Coverage

An 11th Circuit decision issued earlier this year serves as a reminder of the importance of carefully evaluating time-based exclusions and retroactive dates when procuring or renewing coverage. Liability policies such as...more

UK Tax Round Up - September 2017

by Proskauer Rose LLP on

UK Tax News and Developments - Finance (No 2) Bill 2017 - The second Finance Bill of 2017, known as Finance (No 2) Bill 2017, has now been published. As expected, this contains most of the provisions which were dropped from...more

Cyberattacks Are the New Norm - How to respond and get insurance recovery for government investigations.

Takeaways - Companies that suffer cyberattacks can expect not sympathy but scrutiny from legal authorities. - D&O insurance can cover not only litigation but also investigation costs. - Strategic negotiation of...more

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