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
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
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
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
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
The U.S. Bureau of Economic Analysis recently launched the BE-13, Survey of New Foreign Direct Investment in the United States. There are civil penalties, injunctive relief and criminal penalties for failing to file BE-13...more
Over a year ago, I wrote about an Iowa corporation, Swart Enterprises, Inc., which operates a 60 acre farm in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. However,...more
We analyzed the terms of 180 venture financings closed in the third quarter of 2014 by companies headquartered in Silicon Valley.
Overview of Fenwick & West Results -
While partners usually groan upon receiving capital calls, they are delighted to receive distribution checks. However, provisions regarding distributions can be convoluted and require more than perfunctory consideration. Any...more
So, you’ve got a great idea. Social media platforms are all about finding new solutions for old inefficiencies. And what’s more efficient than serving as a platform for an account holder to obtain a single cash payment in...more
On Friday, October 24, 2014, the Internal Revenue Service (IRS) released Notice 2014-67, providing guidance regarding the circumstances under which participation by a hospital in an Accountable Care Organization (ACO) will...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
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
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
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
The Office of Chief Counsel of the Internal Revenue Service (the "IRS") recently issued internal guidance in the form of a Chief Counsel Advice (the "CCA") indicating that the IRS has taken the position that the "limited...more
The joint venture is a vehicle for the development of a business opportunity by two or more entities acting together, and will exist if the parties have: (1) a community of interest in the venture, (2) an agreement to share...more
So, you’re about to raise money for the first time. Good luck! Before you start approaching VC firms for pitch opportunities, though, be aware that investors typically expect a certain amount of organization and structure...more
COMPANY LAW -
Some general matters relating to company law in Australia are discussed below.
REGULATORY SCHEME -
The Corporations Act principally regulates companies, their incorporation, the acquisition...more
On August 4, 2014, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published a Notice of Proposed Rulemaking ("NPRM") that would amend existing Bank Secrecy Act (“BSA”) regulations...more
In CCA 201436049 the IRS concluded that owners of an investment fund management company LLC were not eligible for the limited partner exception to Section 1402 self-employment taxes. Ultimately the IRS found that the income...more
Operators of manufacturing companies, especially those considering a sale or capital raise, should understand investors’ concerns regarding direct investment. Today, investment funds with investors and investments in multiple...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
The UK Supreme Court ruled in May 2014, in Clyde & Co LLP and another v Bates van Winkelhof, that members of Limited Liability Partnerships (LLPs) are to be treated as “workers” and therefore are covered by the protections...more
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