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The Prospects for Corporate Tax Reform

As the 2014 midterm elections approach, speculation is widespread as to whether tax reform can be successfully pursued in 2015. The successful 1986 Tax Reform Act navigated through a politically divided Congress a full...more

Adoption of Fee-Shifting Bylaws by Pennsylvania Corporations

Recently, there has been some unusual excitement in the corporate bar in Delaware after the Supreme Court of Delaware held that a nonstock corporation could adopt a bylaw requiring a losing plaintiff in a lawsuit involving...more

The ban on fee-shifting bylaws is temporarily defeated – 4 points for public companies

The Delaware state senator responsible for introducing a proposed ban on fee-shifting bylaws has instead sponsored a resolution – unanimously passed in the Delaware state senate – to delay any vote on the proposed ban until...more

This Legislative Lacuna Looms Large In RULLCA

I expect that most limited liability company operating agreements specify how profits and losses are to be allocated among members. Sometimes, they may not. The now repealed Beverly-Killea Act provided a default provision...more

Delaware May Level Playing Field With Regard to Fee-Shifting Bylaws

As discussed (see link below), a recent decision of the Delaware Supreme Court could be a game changer in the world of stockholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund (Del. May 8, 2014), the Delaware...more

Can The Political Concerns Of Corporate Officers Be Of Any Concern Of The Corporation?

Suppose a corporation’s Chief Executive Officer becomes involved in a particularly abhorent (but legal) political movement. Suppose further that the Board of Directors is concerned that the corporation’s stockholders,...more

Proposed Tax Code Overhaul Introduced with the Tax Reform Act of 2014

On February 26, 2014, House Ways and Means Committee Chairman Dave Camp released draft (the "Discussion Draft”) that would substantially reform the current U.S. Tax Code (the “Code”). The Discussion Draft contains numerous...more

New Proposals to Tax Carried Interest as Ordinary Income Garner Bipartisan Support

On March 4, 2014, President Obama issued his Administration’s Fiscal Year 2015 Budget, which includes a proposal to tax carried interests (also known as “performance allocations” or “incentive allocations”) in investment...more

Legislature Shuts The Barn Door After The Horse Has Bolted And Then Burns Down The Barn

Not many people use horses as a means of transportation in the U.S. anymore, but numerous horse related expressions and aphorisms persist in everyday speech, including...more

ISS Publishes 2014 Corporate Governance Policy Updates

On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more

BDC Reform Bills Face Uncertain Future

Three bills introduced in the House of Representatives that would ease leverage restrictions on business development companies (BDCs) face an uncertain future in light of concerns expressed by the Chair of the Securities and...more

Health Care Alert! Notice Required Despite Government Shut Down

Because we cannot predict Congress’ action or inaction in the next few days or weeks as to whether the House will be successful in demanding a rescission or a delay in the Act’s implementation as a price for restarting the...more

Are These Trips Truly “Mission Critical”?

Last September, I wrote to CalPERS’ Chief Executive Officer to express my concern about travel by CalPERS’ executives. I noted that Governor Brown had issued Executive Order B-06-011 banning both in-state and out-of-state...more

In Proposed Amendments to Pay-to-Play Rules, the New Jersey State Investment Council Explains Indirect Violations

Comments are due today on proposed amendments to the New Jersey State Investment Council (“SIC”) Pay-to-Play Rules. ...more

Amendments to the North Carolina Business Corporation Act | What You Need to Know

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”) which the governor signed into law on June 19, 2013....more

New Brazilian Legislation Addresses Bribery By Corporate Entities

Bill Provides Important Incentives for Corporate Compliance Programs - The millions of Brazilians protesting in recent weeks in cities and towns across Brazil have brought important and far-reaching corruption reform...more

Home Stretch to a PA Budget

As the Pennsylvania General Assembly heads down the home stretch to the June 30th deadline for passage of a budget for 2013-14, all indications suggest that the budget package will include significant substantive and...more

Condominium And Homeowners Bills Enacted By The 2013 Florida Legislature

HB 73- Omnibus Legislation - This bill containing 74 pages is a "stripped down" version of a bill which passed the House last year but failed to obtain Senate approval. It contains a potpourri of changes to the...more

Nevada Legislature Considers Bill To Authorize Forum Selection Charter Provisions

Late last month, the Nevada Committee on Judiciary introduced a bill that would, among numerous other things, authorize forum selection provisions in corporate and other Nevada entity charters. If SB 441 is enacted, a...more

Proposed Legislation Addresses Delaware’s LLC Default Fiduciary Duty Debate

On March 20, 2013, legislation proposing to amend the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (DLLCA) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the...more

Making Decisions on Corporate Campaign Expenditures by Thomas J. Spulak

The Nation has just witnessed one of the most expensive election campaigns - with over $6 billion spent by candidates, political parties and committees. Whether all of that money made a difference remains to be seen. One...more

"SEC Considering Disclosure of Political Activity Spending"

On December 21, 2012, the U.S. Securities and Exchange Commission (SEC) indicated in its semiannual regulatory agenda that the staff of the SEC’s Division of Corporation Finance is considering whether to recommend that the...more

Will Congress' Dodd-Frank Mistake Harm Banks?  [Video]

Jan. 10 (Bloomberg Law) -- Scott Cammarn, partner at Cadwalader, Wickersham and Taft, talks with Bloomberg Law's Lee Pacchia about a little known provision of Dodd-Frank that could end up costing foreign banks doing business...more

Why Politicians Should Read The Corporations Code (Or At Least This Blog)

Last September, I wrote about California’s unincorporated associations law. In ”Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First“, I noted that Title 3 of the California...more

City Of Los Angeles Creates Task Force To Boost Growth Industries

The Los Angeles Mayor’s Council on Innovation and Industry (LAMCII) has launched. LAMCII is an effort “to focus national and worldwide attention on the thriving Innovation Economy in Greater Los Angeles and facilitate...more

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