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SBA Proposes Changes to Limitations on Subcontracting and Other Rules

On Dec. 29, 2014, the Small Business Administration (SBA) issued a long-awaited rule to implement certain provisions of the National Defense Authorization Act of 2013 (NDAA). A summary of the NDAA's small business provisions...more

River Road: A Cautionary Tale for Chapter 11 Financial Advisors

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

Deciphering the Franchise Disclosure Document Part 2

If you are going to buy a franchise, federal law requires the franchisor to make certain information available to help you evaluate what you are getting into. This information is provided in a “franchise disclosure document”...more

The New “Click-Through”?: New York Budget Proposal Requires Marketplace Providers to Collect Tax

On January 21, Governor Cuomo delivered his State of the State address, along with proposing the new budget. The budget has a number of new tax proposals. One of those proposals would have a significant impact on e-commerce...more

A Couple Of Things To Know Before Bringing A Piercing The Corporate Veil Claim

You might remember the case of  Cold Springs Ventures, LLC v. Gilead Sciences, Inc..  Last year, Judge Jolly stayed an arbitration proceeding pending a ruling on a piercing the corporate veil claim.  If you are a reader of...more

Some LLC Names Slip Past California’s Statutory Ban

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

Description of the Small Business Investment Company Early State SBIC Program

A Small Business Investment Company (SBIC) is a privately owned and operated company that makes long-term investments in American small businesses and is licensed by the United States Small Business Administration (SBA)....more

Description of the Small Business Investment Company Debenture Program

A Small Business Investment Company (SBIC) is a privately owned and operated company that makes long-term investments in American small businesses and is licensed by the United States Small Business Administration (SBA)....more

Small Business Administration Issues Call for Early Stage Managers

Call Notice and Application Process - On January 12, the U.S. Small Business Administration (SBA) issued a “Call for Early Stage Fund Managers” in the Federal Register, inviting all interested early stage fund managers...more

Proof of Claim: Foreign Qualification Requirements May Be More Important Than You Thought

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

Five Changes to the Tennessee Nonprofit Corporation Act That You Need to Know

The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015: 1. Affirmative Disclosure Requirement to Report Up the Chain of Command; 2....more

[eBook] The Revolution in Ethics and Compliance

In this collection of recent essays and blog posts, attorney, leading compliance expert, and former federal prosecutor Michael Volkov helps corporate leaders understand how a culture of ethics and compliance is not only the...more

Prokupek v. Consumer Capital Partners LLC, C.A. No. 9918-VCN (Del. Ch. Dec. 30, 2014)

In this letter opinion, the Court of Chancery dismissed the plaintiff’s complaint seeking inspection of certain financial documents of the defendant, a Delaware limited liability company (the “Company”), in connection with a...more

Operational Enhancement: The Cayman Exempted Limited Partnership

THE CAYMAN EXEMPTED LIMITED PARTNERSHIP (ELP) has, since its creation in 1991, established itself as an effective, enduring and widely used offshore funds vehicle particularly in the closed ended private ...more

More Forum Selection Affirmation from Delaware

An interesting Delaware Supreme Court decision just before the holidays may have escaped many people’s attention. In United Technologies Corp. v. Treppel, the Court concluded in the context of stockholder inspection rights...more

For the Canadian Cross-Border Finance Lawyer or Lender, A UCC Financing Statement Hypothetical with FAQs

As a U.S. finance lawyer practicing in Canada, Canadian lawyers and lenders frequently ask me about the filing of UCC financing statements. This blog entry describes a typical scenario and memorializes my answers to the...more

Why Every Day Is Proxy Season for Public Companies  [Video]

Jan. 9, 2015 (Mimesis Law) -- Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley...more

Voluntary Corporate Dissolution in Virginia: An Alternative to Bankruptcy

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

2014 Changes to the New York Uniform Commercial Code

The changes provide modernization but with some nonuniform provisions. On December 17, 2014, New York Governor Andrew Cuomo signed into law New York Assembly Bill 9933, which amends the Uniform Commercial Code (the...more

Advisory Board Members

Often a young technology company will seek assistance from more experienced individuals, giving them the position of “Advisory Board Member” and giving equity to a person who agrees to serve in that capacity. This designation...more

Lau: BC SC Corrects Articles of Incorporation After $17.3 Million Reassessment

Many tax rectification cases address situations in which certain transaction documents contain errors that do not accord with the parties’ intent to minimize or avoid taxes. However, there are several cases in which the...more

A Cautionary Tale: Members of a Defunct LLC May Have Liability For Attorney Fees

In CB Richard Ellis Inc. v. Terra Nostra Consultants the California Court of Appeal for the Fourth Appellate District decided an interesting issue concerning the liability of an LLC member for a fee award imposed against the...more

Tax Law Extension Good News for Non-corporate Investors

Congress once again temporarily extends the 100 percent capital gains exclusion on “qualified small business stock.” On December 19, 2014, President Obama signed the Tax Increase Prevention Act of 2014 (the 2014 TIPA)...more

Carrying on Business & Extra-Provincial Registration

All Canadian businesses that are incorporated whether federally or provincially must complete an extra-provincial registration if they “carry on business” in a province other than the jurisdiction of incorporation. This means...more

Trademark Licensees May Be Protected in a Licensor’s Bankruptcy Even After a “Free and Clear” Sale

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

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