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Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

The (Sometimes Unethical) Reality of Competition and Your Ammo to Combat a Rival's False Advertising

by Baker Donelson on

Competition in the free-market economy is cutthroat and businesses seek to gain a slight edge over their competitors however they can. In an effort to gain such an advantage, these businesses may spread falsehoods about the...more

Operating Agreement Trumps Falsified Liquor License Application In Dispute Over LLC Membership

by Farrell Fritz, P.C. on

Oh, the things that can happen when the LLC members identified in the company’s operating agreement differ from those identified in official documents submitted to government agencies....more

Ohio Supreme Court Finds Quill Does Not Apply to the Commercial Activity Tax

The Ohio Supreme Court has ruled that the Ohio Commercial Activity Tax is a business privilege tax and that the physical presence requirement articulated by the U.S. Supreme Court in Quill does not limit Ohio’s ability to...more

Mississippi Supreme Court Finally Disconnects The Line On Dividend Exclusion Statute In The AT&T Case

by Butler Snow LLP on

In a previous article, we summarized AT&T’s 16-year effort, in two separate lawsuits, to have declared unconstitutional two Mississippi income tax statutes on the alleged basis that they placed a greater tax burden on AT&T...more

The Tennessee Business Court Further Defines LLC Law

by Butler Snow LLP on

The Tennessee Business Court continued its prolific promulgation of rulings affecting the resolution of internecine disputes between LLC members. In Terrell K. Raley, et al. v. Cees Brinkman, et al., Case No. 16-0196-BC, the...more

DC Circuit Ruling Threatens to Topple FERC Tax Allowance Policy

by Morgan Lewis on

Court rules that FERC policy permitting a tax allowance for pass-through entities may unjustifiably permit “double-recovery” of tax expense. On July 1, the US Court of Appeals for the District of Columbia Circuit issued...more

Net Operating Loss Cap is Unconstitutional

by Cozen O'Connor on

In RB Alden Corp. v. Commonwealth, No. 73 F.R. 2011 (Pa. Commw. June 15, 2016), the court addressed the taxpayer’s liability for 2006 Corporate Net Income (CNI) Tax on gain from the sale of part of its interest in a...more

First Lawsuit Filed Challenging the DOL’s Final Persuader Rule

by Seyfarth Shaw LLP on

Yesterday, a group of plaintiffs (including a trade association, the Arkansas Chamber of Commerce, the Coalition for a Democratic Workplace, the National Association of Manufacturers, and a law firm) filed suit in the United...more

What 19 Eminent Law Professors Would Have You Believe

by Allen Matkins on

UCLA Law School Professor Stephen Bainbridge yesterday highlighted an amicus curiae brief filed recently by 19 law professors in Freidrichs v. California Teachers Ass’n. That case, which is now pending before the U.S....more

SEC’s Conflict Minerals Rule Still Unconstitutional, Says D.C. Circuit

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed that both Section 1502 of the Dodd-Frank Act and its implementing Conflict Minerals Rule issued by the SEC violate the...more

Blog: New Study Gives Mixed Reviews To Companies Filing Conflict Minerals Reports

by Cooley LLP on

A new study on conflict minerals compliance from Tulane University and Assent Compliance, a compliance software and services firm, revealed that, about 90% of filers of conflict minerals reports indicated that they were...more

Wynne Is a Win for Corporate Taxpayers

by Faegre Baker Daniels on

On May 18, 2015, the U.S. Supreme Court decided Comptroller of the Treasury of Maryland v. Wynne, No. 13-485, holding that the absence of a credit against the local portion of the state’s personal income tax scheme was an...more

New York City Legislation Enacts General Corporation Tax Reform

On April 13, 2015, Governor Andrew Cuomo signed New York’s 2015-2016 budget legislation, which, among other changes, conforms the New York City general corporation tax (GCT) to the most significant changes from last year’s...more

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

by Snell & Wilmer on

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Delaware Legislature Introduces Rapid Arbitration Act

The Delaware Rapid Arbitration Act, House Bill 49, was recently introduced in the Delaware General Assembly. The proposed Act would establish a streamlined arbitration procedure to resolve disputes involving Delaware business...more

Southeast State & Local Tax: Important Developments - March 2015

by Williams Mullen on

The Williams Mullen Southeast State and Local Tax (SESALT) team is pleased to provide you with a comprehensive recap of important tax developments around the Southeast....more

Conflict Minerals Filings—Round Two

It’s that time of year again. Form SD filings are due June 1st (May 31st falls on a Sunday). For those who have been diligently working on your company’s annual report and proxy statement, it is time to turn your attention...more

Some LLC Names Slip Past California’s Statutory Ban

by Allen Matkins on

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

New LLC Act May Curtail Authority Of Managers Of Pre-Existing LLCs

by Allen Matkins on

California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced...more

Was It Wirth It? The Pennsylvania Supreme Court Sets a Low Bar for Minimum Contacts

by McDermott Will & Emery on

In Wirth v. Commonwealth, the Supreme Court of Pennsylvania held that Pennsylvania personal income tax applied to non-resident limited partners whose only connection with the state was the ownership of a small interest in a...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

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

French 3 Per Cent Tax on Distributions: French Subsidiaries of Foreign Companies Should Consider Claiming a Refund

by McDermott Will & Emery on

Scope of The 3 Per Cent Tax - The 3 per cent tax is levied on dividend distributions and/or deemed dividend distributions by French companies, French permanent establishments and other French entities that are liable...more

Fee Shifting Bylaw Provisions May Face Constitutional Limitation

by Allen Matkins on

The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger’s recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a Delaware non-stock...more

Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities

by Allen Matkins on

Two years ago, the Nevada Supreme Court in an en band decision held that a state district court may exercise jurisdiction over the nonresident officers and directors of a Nevada corporation with its principal place of...more

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