Mergers & Acquisitions Tax Labor & Employment

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2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Affordable Care Act in Mergers and Acquisitions: New Guidance from Internal Revenue Service

In Notice 2014-49, the Internal Revenue Service (“Service”) issued guidance on how to avoid potential penalties under the Affordable Care Act (“ACA”) in connection with mergers and acquisitions (“M&A”). The notice provides a...more

Inside M&A - Fall 2014

Managing Compliance Risks in M&A Transactions - Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more

Another Look at U.S. Federal Income Tax Treatment of Contingent Earnout Payments

The sale of a company in an M&A transaction often involves consideration to the selling shareholders that is deferred and contingent on subsequent events in the life of the company, such as the post-acquisition performance of...more

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations by Joseph M. Donegan on October 9, 2013 The Internal Revenue Service is pulling out all the stops to support a set of proposed rules that would allow it...more

Gov. Snyder Puts Positive Spin on Detroit Bankruptcy to Chinese Investors

Gov. Snyder Puts Positive Spin on Detroit Bankruptcy to Chinese Investors by Joel R. Glucksman on September 20, 2013 Local and state governments, as well as the federal government, are not the only ones closely watching...more

Judge May Be Close to Approving AMR Bankruptcy Plan

Judge May Be Close to Approving AMR Bankruptcy Plan by Joel R. Glucksman on September 12, 2013 AMR Corp. may be permitted to proceed with its plan to exit bankruptcy protection, despite the ongoing government lawsuit...more

Uneasy Link Between Federal Income Tax And NJ Gross Income Tax

Uneasy Link Between Federal Income Tax And NJ Gross Income Tax by James F. McDonough, Jr. on September 6, 2013 There is a difficult and uneasy relationship between the Federal Income Tax (FIT) and the New Jersey Gross...more

So You Want to Start a New York Food Truck Business?

So You Want to Start a New York Food Truck Business? by Gary S. Young on September 2, 2013 Food trucks, a/k/a mini-restaurants on wheels, have become popular business ventures for food service entrepreneurs. However,...more

Oil, Gas Industry Faces Scrutiny for Labor Practices

Oil, Gas Industry Faces Scrutiny for Labor Practices by Frank L. Brunetti on August 16, 2013 In light of a recent government report that shed light on the prevalence of incorrect worker classification, many companies...more

Report: Companies Failing at Worker Classification

Report: Companies Failing at Worker Classification by Joseph M. Donegan on August 14, 2013 A large number of small, mid-market, and large companies nationwide are failing to comply with the Internal Revenue Service...more

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more

Inside M&A - Spring 2013

Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

Focus on Private Equity -- Issue 1, June 2012

In This Issue: Key Tax Considerations for Private Equity Acquisitions and Key Employee Benefit Considerations for Private Equity Acquisitions. Excerpt from Key Tax Considerations for Private Equity...more

Inside M&A - Fall 2011

In This Issue: The Top Five Environmental Traps in M&A Transactions; The Top Five Tax Traps in M&A Transactions; The Top Five Employee Benefits and Executive Compensation Traps in M&A Transactions; The Top Five...more

Mergers and Acquisitions in Canada - A Fraser Milner Casgrain llp Legal Guide

Introduction This guide is intended to outline the principal legal considerations pertinent to the acquisition of a Canadian business. The information is based on the assumption that the reader is a non-resident of...more

Inside M&A - March/April 2011

In This Publication: Successor Liability in an Asset Sale: Court Holds Purchaser Liable for Seller’s Delinquent Contributions to a Multiemployer Plan; Increased Occurrence of Split-up of Pension Plans in the M&A Context;...more

Why Attorneys Should Care About Their Clients' Retirement Plans

While plan sponsors, financial advisors, and accountants should know about the potential pitfalls of plan sponsor liability or the need to have a plan design that fits the plan sponsor’s needs, I am amazed that many attorneys...more

Director and Employee Rights and the Grays Timber Case in the UK

When structuring the share rights of employees and directors in a company or group that employs them, parties to these arrangements will be keen to ensure that any enhanced rights to payments on a share sale are structured in...more

S Corporation ESOPs

This paper describes some ways in which ESOPs can be used in financial transactions....more

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