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New Amendment To The France-Luxembourg Tax Treaty: Capital Gains On Sale Of Real Estate Entities Will Be Taxable In The State...

Based on the press release issued by the Luxembourg Ministry of Finance (MoF), the amendment allocates the right to tax capital gains realised upon the sale of stock, shares or other rights in companies, trusts or any other...more

CFTC Publishes Long-Awaited JOBS Act Relief

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

SEC Sends A Message — To Executives And Their Companies

In October 2013, SEC Chair Mary Jo White gave a speech at the Securities Enforcement Forum in which she declared an “enforcement mission” of the SEC to be implementation of the “broken windows” theory of crime deterrence...more

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

CFTC’s (Sort-of) Relief for Funds Using General Solicitation

The CFTC’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued a no-action letter that provides exemptive relief until the CFTC takes action on JOBS Act related amendments to its Part 4 Rules....more

IRS Internal Memorandum Advises That Self-Employment Tax Applies to Profits From an Investment Manager

On September 5, 2014, the Office of Chief Counsel, Internal Revenue Service (IRS) released an internal generic legal advice memorandum advising an IRS field agent that the statutorily provided “limited partner” exception to...more

Guide to Doing Business in Australia: Company Law

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

SEC – USAO File Actions Based on Scheme To Conceal Ownership

Building on an undercover sting operation, the SEC filed an enforcement action against two individuals and their controlled entity. They are alleged to have conducted a business which helped shareholders conceal their...more

The Next Big Thing for Companies Outside the US: US IPOs Using a Yield-oriented Structure

Ten practical considerations can help companies around the world tap the significant US capital market with IPOs. Investors in the United States continue the search for yield. Over the past several years, over 60...more

Delaware Supreme Court Rules That Privileged Documents Must Be Produced To Shareholders Investigating Corporate Misconduct

The Delaware Supreme Court recently held that, in certain circumstances, shareholders may be able to obtain access to privileged, internal documents in order to investigate potential breaches of fiduciary duty. In Wal-Mart...more

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2015

On August 29, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $128.80 per million...more

Infobytes Special Alert: FinCEN Publishes Long - Awaited Proposed Customer Due Diligence Requirements

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

Cybersecurity Concerns Underpin Continued Push In The Regulatory And Legal Arenas

While Congress continues its aggressive push on cybersecurity legislation, regulatory oversight and legal efforts continue across the spectrum of industries effectively filling the gap in addressing now every day concerns...more

Activism and Engagement: Yadda, Yadda, Yadda or a Useful tool (or a Little of Both)

Activism is on the rise and everyone's activism defense playbook includes engagement, engagement and more engagement as the principal response. The experts in the field are well versed in when to engage, who to engage...more

Three New Weapons to Combat Shareholder Litigation

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

Key Reforms of the Russian Civil Code for Legal Entities

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

FDIC Gives Guidance to S-Corporation Banks Regarding Dividends under Basel III

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

Editorial: Fla. Sets Strict Standard For Direct Shareholder Claims

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

Equity Compensation Alphabet Soup – ISO, NSO, RSA, RSU and more

Startups and public companies alike often use equity to help attract, retain and incentivize talented employees and other service providers. The different forms of awards have proliferated in the past several years, though,...more

2014 Changes to Delaware Corporate Law

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

Texas Ruling Highlights the Need for Shareholder Agreements in Closely Held Corporations

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

2014 Amendments to the Delaware General Corporation Law

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

Editorial: 3rd DCA Clarifies Derivative Lawsuits

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

Goodwill Owned by a Shareholder Can Provide Tax Planning Opportunities

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

The Fate of Delaware "Fee-Shifting" Bylaws

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

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