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
There is a fairly customary practice in real estate development and construction intended to take advantage of the liability protections afforded by the Uniform Limited Liability Company Act. The practice is very...more
Last week Governor Rick Scott signed into law SB 440, which became Chapter 2014-14 of Florida Laws. This bill removes the requirements imposed on residential condominiums under the Florida Condominium Act regarding elections...more
In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more
To welcome in the new year, the Internal Revenue Service (the “IRS”) issued Rev. Proc. 2014-12, 2014-3 I.R.B. 415, to provide administrative guidance to the federal historic tax credit industry in the aftermath of the Third...more
Scope of the Guidance & General Information -
1. Application of the Guidance is limited to allocations of HTC from Buildings that are placed in service on or after December 30, 2013.
2. This means the Guidance...more
Transfer of interests leads to loss of qualification as a former partner within the meaning of Sec. 1 para 2a RETTA.
The Federal Financial Court of Germany recently decided that real estate transfer tax (RETT) is due...more
Verlust der (Alt-)Gesellschafterstellung in einer Personengesellschaft i.S.d. § 1 Abs. 2a GrEStG durch zivilrechtlich wirksame Übertragung des Mitgliedschaftsrechts.
In einem kürzlich veröffentlichten Urteil (II R 3/11)...more
On December 30, 2013, the Internal Revenue Service issued its long-awaited historic rehabilitation tax credit guidance in the form of a Revenue Procedure that outlines a safe harbor for allocations of the...more
Trusts can be a good choice for real estate ownership. Delaware, Connecticut and states that have adopted the Uniform Statutory Trust Entity Act allow “statutory trusts” and some “business trusts” to own real estate in their...more
Welcome to our Supreme and Appellate Court summaries webpage. On this page, I provide abbreviated summaries of decisions from the Connecticut appellate courts which highlight important issues and developments in Connecticut...more
In This Issue:
PA Capital Stock/Franchise Tax Phase-Out Deferred; PA Board of Finance and Revenue Reconstituted as Independent Tax Tribunal; Annual PA Property Valuation Appeals Due Soon; Telecom Gross Receipts Tax...more
Effective July 1, 2013, Maryland’s recordation and transfer tax exemption for transfers of real property between related entities will be available to limited liability companies. The exemption, previously applicable only to...more
Waterfall Distributions for Investors...more
Managers who are organizing an investment funds....more
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
When I was a young man starting in business I read the
book “Winning Through Intimidation” by Robert J. Ringer. The book,
though denounced by some at the time, was not really about
intimidating people, but of not being...more
On December 7, 2012, the working group of the finance committee of the Financial Services Agency of Japan (the “Working Group”) issued its final report (the “Final Report”) with respect to the reform of the legal regime of...more
Unless you have been traveling the galaxies for the last twenty years, you haven’t missed the “Chinese Miracle”. Its enormous impact is felt globally. When you see the skyline of Shanghai, the new meaning of...more
Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as...more
In This Issue:
PA Governor Proposes Corporate Tax Cuts; Add-Back Legislation Reintroduced; PA Supreme Court Issues Business/Nonbusiness Income Decision; Philadelphia Property Reassessments; Commonwealth Court Addresses...more
Does a title company owe a tort duty of care to its customer when conducting a title search? And, if such a duty exists and is breached, is a title insurance company vicariously liable for the title company’s negligent title...more
Using Reg. S is useful when the issuer does not want to be limited by the restrictions of Rule 506. With a Rule 506 offering all investors must be either accredited or sophisticated, and there is a limit of 35 non-accredited...more
A number of years ago the SEC effectively banned the use of finders to locate investors for securities offerings that cross state lines. Still, a few states allow finders for their intrastate offerings (offerings made...more
Helpful advice for using Rule 506 for raising money....more
You may go to jail if you alter a deed, even if you have a good faith belief that the changes are correct. The poor fellow in this case believed he owned the entire fee interest in his business property. The State of...more
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