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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
Over the past several years there has been an overwhelming abundance of class action shareholder litigation. A study by Cornerstone Research found that in 2013 alone, 94% of mergers and acquisitions worth over $100 million...more
The changes address corporate governance, liability, and other issues.
Russia continues to pursue a series of reforms to modernise its civil and commercial laws and improve the business environment. Recent amendments...more
On July 21, the FDIC clarified how it will evaluate requests by S-Corporation Banks to make dividend payments that would otherwise be prohibited under the Basel III capital conservation buffer. New Basel III capital rules...more
Florida recently clarified the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company. On July 9, in Dinuro...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more
On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more
The Third District Court of Appeal has issued a landmark opinion setting forth Florida's law to determine the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a...more
A recent U.S. Tax Court case reminds us that the personal goodwill owned by the principal shareholder/employee can provide significant tax planning opportunities. Generally, the sale of assets by a "regular" corporation...more
A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more
Family offices have existed for over a century and have been formed to implement very important and complex objectives, including investment management, corporate succession, estate, gift and income tax planning, and...more
In this memorandum opinion, the Court of Chancery granted in part and denied in part the defendants’ motion to dismiss for failure to make a pre-suit demand on the board and for failure to state a claim, holding that demand...more
1. Is a fee-shifting bylaw facially valid under applicable law? The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid. ATP Tour, Inc. v. Deutscher...more
Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more
When you pop the question, “Will you co-found with me?”, you are probably not already thinking about separation.
However, not all partnerships will go the distance. Personalities will clash. Creative visions will...more
In this post-trial Section 225 decision, the Court of Chancery resolved a dispute about the meaning of two subsections of a voting agreement that determine how its signatories would designate the directors of Westech Capital...more
Welcome to the first installment of Seed Capital review, written by members of the entrepreneurial Services Group at Gray plant mooty. this is our first periodic report analyzing seed capital being raised by companies in...more
The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law. ATP Tour, Inc. v. Deutscher Tennis...more
In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more
Does it Pave the Way to Bridge the Capital Gap for Start-Ups and Small Scale Enterprises in Australia?
The Corporations and Markets Advisory Committee (CAMAC) released its report on crowd sourced equity funding (CSEF)...more
Converting Subpart F Income into Qualified Dividends -
U.S. shareholders of foreign corporations are generally not subject to tax on the earnings of such corporations until the earnings are repatriated to the...more
SEC Commissioner Luis Aguilar recently spoke at the New York Stock Exchange Conference “Cyber Risks and the Boardroom.” In his speech, Commissioner Aguilar emphasized the importance of cybersecurity and how fast the need for...more
The Cayman Islands Director Registration and Licensing Law (2014) (the Law) was recently gazetted along with the related regulations which set out in more detail the registration requirements and fees. The Law came into...more
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