Business Organization Updates

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Avoiding Common Mistakes Made by Startups in Acquisitions

So you’ve built a quality product that is being heavily consumed and a larger company is now seeking to acquire your startup. This blog post provides tips for avoiding common mistakes made by startup companies during...more

Final Regulations Released Regarding PFIC Ownership Determination and Annual Reporting Requirements

On December 27, 2016, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released final regulations regarding the determination of ownership of a passive foreign investment company ("PFIC") and regarding...more

Reporting on payment practices and performance

New rules requiring large companies and large limited liability partnerships to publish information about their payment practices and performance are likely to come into force in April 2017....more

DOL Updates Guidance on Proxy Voting by Plan Fiduciaries

On December 29, 2016, the U.S. Department of Labor (the “DOL”) released Interpretive Bulletin 2016-1 (“IB 2016-1”) relating to the voting of proxies on securities held in employee benefit plans. IB 2016-1 withdraws the...more

Second Circuit Court of Appeals Overturns District Court Decision in Marblegate Regarding Section 316(b) of Trust Indenture Act

On January 17, 2017, the US Court of Appeals for the Second Circuit ruled in favor of the defendant in Marblegate Asset Management, LLC v. Education Management Finance Corp., by vacating the decision of the District Court for...more

New Guidance Restores 1994 ERISA Proxy Voting Interpretation

The DOL bulletin also clarifies the ability to consider ESG factors in proxy voting and shareholder engagement. On December 29, 2016, the Department of Labor (DOL) issued Interpretive Bulletin 2016-1 (IB 2016-1),...more

Court of Chancery Explains Role of Records Demand in Alleging Wrongful Pre-Suit Demand Refusal

This decision examines when pre-suit demand may be excused because the board who refused the demand declines to disclose the report of its investigation when responding. In this case, the board’s unwillingness to disclose the...more

Illinois Crowdfunding Starting Strong in 2017

While it took longer than expected to get here, Crowdfunding for Illinois businesses is now officially up and running and its full steam ahead. To mark the occasion, a joint press conference was held Tuesday at local...more

When is a merger a cross-border merger?

The High Court recently had to consider whether a transaction to merge several UK companies and a Dutch company into a UK company fell within the scope of the Companies (Cross-Border Mergers) Regulations 2007....more

FTC Revises Hart-Scott-Rodino Thresholds; Minimum Size for Reportable Transactions Increases to $80.8 Million

Key Points - - The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties to transactions meeting certain size and other tests to file premerger notification forms with both the Federal Trade...more

How Keeping Good Records Can Minimize A Retirement Plan Sponsor’s Liability

Besides being a religious text, the Bible is essentially a history book detailing major religious events like the Exodus from Egypt. A history book is a record of events that can be passed down from generation to generation....more

Now You Can Be Up to Your QNEC in Forfeitures

On January 18, 2017, the IRS issued proposed regulations allowing amounts held as forfeitures in a 401(k) plan to be used to fund qualified nonelective contributions (QNECs) and qualified matching contributions (QMACs). This...more

Want to Ruin Your Relationships? Ask Family and Friends to Fund Your Startup

When you need cash to fuel your startup, it’s tempting to “think local.” The people with the strongest ties to you—relatives, friends, college roommates, running buddies, and co-workers—are the ones who believe in you. You’d...more

2017 Proxy Season: Key ISS Compensation-Related Updates

Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017...more

Rolls-Royce Pays Over $800 Million to Settle Global Corruption Investigation

On January 16, British engineering group Rolls-Royce Plc announced a global settlement of more than $800 million dollars with anti-corruption authorities in Britain, the U.S. and Brazil, making it the fifth-largest global...more

Corporate Criminal Liability: the UK is Now Talking the Talk and Walking the Walk

The UK’s growing focus on corporate criminal liability was seen in two recent pieces of news. Last Friday the government announced a consultation on extending the reach of corporate criminal liability to additional...more

Should You Arbitrate Your Family Business Disputes?

When family business disputes erupt, the parties often end up in court, where a judge or a jury will decide their fates. Litigation of these cases often takes years. In Massachusetts Superior Court, for example, the rules...more

Day 19 of 30 Days to a Better Compliance Program-Compliance Expertise on the Board [Video]

Every Board of Directors need a true compliance expert sitting on their Board. Almost every Board has a former Chief Financial Officer (CFO), former head of Internal Audit or persons with a similar background and often times...more

Day 18 of 30 Days to a Better Compliance Program-Email Sweeps [Video]

Ongoing monitoring is not limited to the financial component of compliance. The concept is straightforward; at regular intervals you can sweep through your company email database for identified key words that can be flagged...more

DAMITT 2016 Year in Review: Significant Antitrust Merger Investigations Longer Than Ever; Deal Agreements Reflect Expected Delays

Fast Facts - Significant merger investigations lasted an average of 9.9 months in 2016, a new DAMITT record. - The 33 significant investigations in 2016 were the second most in the past six years, but down...more

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

Informal shareholder resolutions: the Duomatic principle considered

A recent High Court decision has considered whether a company's shareholders had informally amended the company's articles of association under the so-called Duomatic principle. The case highlights issues which can arise from...more

What’s the deal with data breach insurance

A recent Investment News article highlighted a burgeoning market for financial advisors looking to protect their practices; namely, data breach insurance. Although such insurance seems like a great idea, you need to exercise...more

AIM disclosure and social media

AIM Regulation has published guidance on the interaction between social media and other forms of electronic communication (e.g. Twitter, the AIM company's website, a non-regulatory news feed) and an AIM company's disclosure...more

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