Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
The United States Bankruptcy Court for the Northern District of Illinois recently handed down an opinion, In re River Road Hotel Partners LLC, 2014 WL 5488259 (Bankr. N.D. Ill. 2014), dealing with the issue of a financial...more
In re Flex Fin. Holding Co., 518 B.R. 891 (Bankr. D. Kan. 2014) –
A landlord filed a proof of claim for ~$1.34 million for a debtor’s prepetition breach of its lease. The debtor objected based on the landlord’s...more
When financially-distressed small businesses decide to close their doors, less than one-fifth file a voluntary petition in bankruptcy to wind up operations and liquidate. Although legal commentary focuses on bankruptcy as the...more
The Bankruptcy Code generally permits intellectual property licensees to continue using licensed property despite a licensor’s bankruptcy filing. However, because the “intellectual property” definition in the Bankruptcy Code...more
A charitable corporation is more a trust than a corporation, a topic that is taken up in an earlier posting on this site. See http://www.jdsupra.com/legalnews/the-charitable-corporation-a-trust-in-d-90654/. In the case of a...more
In an effort to minimize the risk of loss in connection with a loan default, lenders often employ creative means to make it difficult, if not impossible, for a borrower to file bankruptcy....more
In re Beltway Law Group, LLP, 514 B.R. 341 (Bankr. D. D.C. 2014) –
A managing partner filed an involuntary chapter 7 petition against a professional limited liability partnership. The bankruptcy court denied the...more
Shareholders of financially troubled S corporations may now be able to avoid the flow-through of taxes when the S corporation or its subsidiary files bankruptcy. ...more
In re Denman, 513 B.R. 720 (Bankr. W.D. Tenn. 2014) –
A chapter 13 debtor was a member of a limited liability company. Another member sought relief from the automatic stay in order to exercise a right to acquire the...more
D&Os Entitled to Unfettered Access to Bankrupt Company’s Policy Proceeds to Fund Defense Costs:
Why it matters -
In an important victory for directors and officers of a bankrupt company, a New York court...more
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
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
In June 17, 2014, in Wirth v. Commonwealth, 82-85 MAP 2012, the Pennsylvania Supreme Court (the “Court”) affirmed the Commonwealth Court’s holding that nonresident limited partners were liable for Pennsylvania Personal Income...more
Nonrecourse financing is common in today's commercial real estate lending market. So too are the use of special purpose entities ("SPEs") and limited guaranties from SPE members of all or a portion of the debt, the latter of...more
This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more
Companies that have valuable assets but also face significant liabilities will sometimes engage in restructurings to isolate, or “ring-fence,” the good assets from the liabilities. Often the companies are able to accomplish...more
The Order Re Summary Judgment issued on June 11, 2014 by Judge Charles R. Breyer of the U.S. District Court for the Northern District of California in the Heller Ehrman LLP bankruptcy case may prove to be a knock-out punch...more
Bennett Jones senior advisor David Dodge, OC, presents the Bennett Jones Spring 2014 Economic Outlook, written by himself and other firm advisors Richard Dion and John M. Weekes. In the Outlook, the authors describe the most...more
Generally, a non-U.S. taxpayer that is not engaged in a U.S. trade or business is taxable in the United States only on U.S.-source “fixed determinable, annual or periodical” income (FDAP)....more
When a corporation suffers significant losses, or ultimately fails, frustrated shareholders, creditors, or others often try to sue the corporation and/or its officers and directors for losses caused by mismanagement of the...more
In this guide Harneys considers the role and function of a liquidation committee appointed under the Cayman Islands’ Companies Winding Up Rules.
A vital component in the liquidation of a Cayman Islands company is the...more
Part one of an in-depth webinar discussion covering a range of bankruptcy issues of particular interest to In-House Counsel.
The panel discusses bankruptcy and other creditor rights considerations when choosing the form of...more
In a case that demonstrates the danger of relying on complex corporate structures to avoid personal liability, a California Court of Appeal recently held two limited partners personally liable for the debts of their limited...more
Here, we discuss the corporate governance implications corporate fiduciaries are confronted with when the corporation is operating in the zone of insolvency and when the company is actually insolvent. We also discuss some of...more
Section 363 of the Bankruptcy code has been a topic of discussion in legal circles lately. We are joined by Henry Jaffe, a partner in Pepper’s Corporate Restructuring and Bankruptcy Practice Group, to discuss Section 363 and...more
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