Hedge Funds Word of the Day™ – Accelerated Share Repurchase
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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
What Does the Supreme Court Ruling in Alice v. CLS Mean to a Software Entrepreneur?
Warning Signs that Signal You Might be Terminated from Your Job
How is Graphene Currently Used and What is the Hope for the Future?
A Conversation with Tim Gardner on Asia Restructirungs
What is Graphene? Fenwick Patent Attorney Has the Answer
A Conversation with Lindsay Chu on Asia Restructurings
Two Tips for Inventors Filing Patent Applications
Hillary H. Holmes is a partner in Baker Botts LLP's Houston, Texas, office. Her practice is focused on capital markets transactions for master limited partnerships (MLPs) and corporations in the energy industry. Holmes also...more
Well, newest Business Court Judge Gregory McGuire has gotten off to a running start with his first opinion, issued only about a week after his appointment to the Business Court by Governor McCrory. The case is La Familia...more
Bylaws hardly constitute literature. For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there. In general, there seems to be two schools of thought when...more
The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example...more
Companies incorporated under the Canada Corporations Act (Part II) were required to be continued under the new Canada Not-For-Profit Corporations Act on or before October 17, 2014.
Industry Canada has published a Q&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 This Book:
- Choice Of A Business Entity
- Introduction To Federal Securities Laws
- From Let’s Go Shopping To Closing: M&A Process In The United States
- Employment Considerations
In 926 North Ardmore Avenue, LLC v. County of Los Angeles, the 2nd District Court of Appeal held that Proposition 13 changes in ownership prompted by transfers of legal entity interests should also be characterized as “realty...more
A foreign company or investor proposing to establish a business in New Zealand may choose from a number of different entities or forms of business organisation. Each of these forms has its advantages and disadvantages....more
One of the primary advantages of a partnership (or limited liability company) over a corporation is the flexibility to structure the business deal. Rather than having to deal with unwieldy units of stock or other ownership...more
California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced...more
Many are up in arms following a memorandum issued by the General Counsel of the National Labor Relations Board (NLRB) authorizing employees of a national restaurant chain to argue that the franchisor is jointly responsible...more
In recent years, African stars have soared. Governments, investors, and citizens have driven – and benefited from – booms in banking, construction, retail, and telecommunications. All along, of course, African states have...more
When we were children, our mothers told us stories that we believed to be true because we always believed what our parents were telling us was the truth. Part of growing up is realizing that a good chunk of what your mom told...more
California’s quorum requirement for meetings of directors appears on its face to be straightforward – a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal....more
Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events...more
These new entities give directors and officers the flexibility to pursue both profit and social objectives without the risk of liability associated with doing so in a traditional corporation.
In 2012, California...more
Decades ago, Pennsylvania courts, as well as other state courts, were reluctant to interfere with business judgments of majority shareholders managing a corporation, even where the expectations of a minority shareholder had...more
In a recent Chief Counsel Advice (“CCA”), the IRS determined that a disregarded entity for federal income tax purposes (the “LLC”) operated a separate and distinct trade or business from that of its owner (the “Company”) and...more
All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not...more
Yesterday’s post considered the various paths to becoming a director under the California General Corporation Law. The California Nonprofit Corporation Law defines “directors” in a similar fashion but makes it clear that the...more
One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more
Lao Tzu is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director? To answer the question, let’s look at the definition of “directors” in the California General...more
MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders.
In the first half of 2014, master limited partnership (MLP) mergers and...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
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