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Partnerships Must Respond to New Audit Rules

The recently-enacted Bipartisan Budget Act of 2015 includes a far-reaching overhaul of the rules applicable to IRS partnership audits and tax adjustments. This will be significant for partnerships and limited liability...more

Tax Law Blog: Prince's Estate Plan (or lack thereof)

News sources are reporting that court documents filed last week indicate Prince died intestate, meaning he did not have a will. His sister filed the paperwork, stating to her knowledge he did not have a will and requesting...more

FAST Relief from Some Securities Law Requirements

The Fixing America’s Surface Transportation Act (FAST Act), which became law in December 2015, contained important federal securities law changes. - Among other changes, it further reduced the burdens on emerging growth...more

Corporate and Financial Weekly Digest - Volume XI, Issue 17

BROKER-DEALER - SEC Modifies and Extends Pilot Program for NMS Plan to Address Extraordinary Market Volatility - The Securities and Exchange Commission has issued an order that modifies and extends the National...more

New Delaware Chapter 11 Filing – BIND Therapeutics, Inc. et al.

BIND Therapeutics, Inc. (Nasdaq – BIND), a clinical-stage nanomedicine platform company development novel targeted therapeutic, primarily for the treatment of cancer, and its affiliate BIND Biosciences Security Corporation,...more

New Delaware Chapter 11 Filing – NephroGenex, Inc.

NephroGenex, Inc. (Nasdaq – NRX), an innovator in the development of drugs to treat kidney disease, has filed a chapter 11 petition before the United States Bankruptcy Court for the District of Delaware (Case No. 16-11074)....more

IRS Rules Could Treat Related Party Debt as Stock

Multinational groups can strip U.S. earnings away from U.S. taxation by having a domestic corporation issue debt and pay earnings out to foreign affiliates as deductible interest. This strategy could be used after an...more

Trust Planning for Your Lake Home

Part of your family legacy takes place on the lake. Lake homes are significant investments. You have memories of family trips, of children, and maybe even grandchildren, growing up at the home. Preserving the lake home and...more

SEC Sanctions Audit Firm, Partner Tied to Custody Rule

Custody Rule cases are rapidly becoming a staple of SEC enforcement. Rule 206(4)-2 requires registered investment advisers with custody of client funds or securities to implement certain controls to protect those assets....more

How to Build a Startup, Chicago-Style

Building a startup in Chicago differs from building one in Silicon Valley. Chicago investors, both individuals and committed venture funds, tend to be more reserved and practical, whereas coastal venture investors are more...more

New Jersey Issues Guidance on BEIP Grant Conversion

This month the New Jersey Economic Development Authority (the Authority) provided businesses with guidance, in the form of Frequently Asked Questions, on how to elect to have their unpaid Business Employment Incentive Program...more

This Week In Securities Litigation

The SEC requested comment on the development of a consolidated audit trail this week, a concept long discussed. The audit trail would enable regulators to track trading activity in the U.S. markets. Enforcement initiated...more

Surviving the Strife: How Start-Up Founders Can Ensure That Inevitable Friction and Departures Won't Sink the Company

History is all too often repeated when start-up founders fail to plan for when (not if) they don’t see eye-to-eye. Relationship breakdowns and messy founder departures are common root causes of start-up failures. Common...more

When is a Wrongful Foreclosure Case a “SLAPP”?

California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) arms a defendant with an early method to challenge a lawsuit known as a “SLAPP” — a Strategic Lawsuit Against Public Participation. SLAPPs are...more

The SEC’s New Registration Fee Estimator

The accurate and timely payment of SEC filing fees can be surprisingly challenging, particularly since it is often one of the last tasks performed in the scramble before a filing. The SEC has over the years attempted, with...more

Underwriters May Have Expertise But That Does Not Make Them “Experts”

In the LBP Holdings v. Allied Nevada Gold Corp. decision released on April 27, 2016, the Ontario Superior Court of Justice refused to allow the underwriters of a secondary public offering (SPO) to be added as defendants to a...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

Presidential Decree on Construction and Infrastructure Projects in Azerbaijan

The President of the Republic of Azerbaijan has approved a Law On the Implementation of Special Financing for Investment Projects in Connection with Construction and Infrastructure Facilities, dated 15 March 2016. In...more

Overview of Cap Tables

A company’s “capitalization” is, in one sense of the word, a breakdown of its ownership structure, in terms of equity and convertible debt. A new venture with just one founder, and no other parties involved yet, has the...more

New Proposed Regulations Increase Scrutiny on Related-Party Debt

The U.S. Treasury Department (“Treasury”) and Internal Revenue Service (“IRS”) recently issued proposed regulations (the “New Proposed Regulations”) governing the federal income tax treatment of debt between certain related...more

Tax and Non-Tax Reasons to be Cautious about “Bad Boy Nonrecourse Carve-out Guarantees” - IRS Backtracks on Recent Conclusion that...

On April 15, 2016 the IRS reversed its controversial position that bad boy guarantees may convert nonrecourse debt into recourse debt. General Legal Advice Memorandum Number AM2016-001 released April 15, 2016 effectively...more

SEC Complaint: How To Create A Manipulation Vehicle

Microcap fraud has long been a focus of SEC enforcement. Many of the cases start with a public shell followed by a reverse merger in which the promoters end up with large portions of the stock. The transaction culminated with...more

Has your business appointed a whistleblowers' champion?

If your firm is a UK deposit-taker with assets greater than £250 million, a Prudential Regulation Authority (PRA) designated investment firm or a firm within the scope of Solvency II, you should have appointed a...more

Delaware Committee Formation Meeting for AF-Southeast, LLC, et al.

Upcoming Committee Formation Meeting: Thursday, May 5, 2016, 1:00 p.m - Case Name: AF-Southeast, LLC, et al. Case Number: 16-11008 (KG)...more

SEC Crowdfunding Rules to Become Effective May 16

Securities and Exchange Commission rules authorizing equity crowdfunding become effective May 16, 2016. Under the crowdfunding rules, an eligible company may raise up to $1 million on the internet in a 12-month period,...more

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