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Business Organization Updates

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Immigration Compliance Due Diligence is Essential to M&A Transactions

Okay, you are about to close on the $50,000,000 acquisition agreement that was signed months ago. A New Jersey company is acquiring a New Jersey company. No international offices. Due diligence has commenced and concluded....more

4 Myths About Robert’s Rules and Quorum – And Why the Truth Matters

Almost everyone can define the basic parliamentary procedure concept of “quorum” – the number of members needed at a meeting to take valid action. Dig a little deeper in Robert’s Rules, though, and you’ll find some common...more

Michigan Adopts New Incentive Tool for Economic Development

by Foley & Lardner LLP on

A new tax incentive program targeting large job providers passed the Michigan legislature last week with bi-partisan support, and is expected to be signed soon by Governor Rick Snyder, who strongly supported the legislation....more

Dallas Court of Appeals Reverses Landmark Judgment on Common Law Partnership and Joint Venture Claims

by Jackson Walker on

On July 18, 2017, the Dallas Court of Appeals issued its long-awaited decision in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P., reversing the Dallas County District Court’s judgment that awarded ETP...more

A gas station hold-up: the Competition Bureau completes its review of Couche-Tard and Parkland transactions

by Dentons on

In its latest move in the closely-monitored retail gasoline sector, the Competition Bureau (Bureau) has entered into a pair of consent agreements with Alimentation Couche-Tard (Couche-Tard) and Parkland Fuel Corporation...more

UK Tax Round Up - July 2017

by Proskauer Rose LLP on

UK Tax News and Developments - Conservative legislative agenda set out in Queen's Speech - Following the UK general election on 8 June 2017, at which the Conservative party won the largest number of seats but lost its...more

Shares of Foreign Subsidiaries

by Allen Matkins on

I expect that little or no thought is given to the possible application of California’s Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country. However, the issuance...more

Holland & Knight's Inaugural Israel Practice Newsletter - July 2017

by Holland & Knight LLP on

...We invite you to read our inaugural Israel Practice newsletter, in which our authors discuss pertinent American-Israeli topics. As Israel has been a crossroads and a prolific source of new ideas for more than 3,000 years,...more

Cayman Islands FATCA/CRS Deadlines Extended Further

by Foley Hoag LLP on

On July 19, 2017, the Cayman Islands announced another extension of the filing deadline for 2016 FATCA and Common Reporting Standard (CRS) reports to August 31, 2017. The deadline for notification (registration) remains...more

Win One for the Fiduciary – The PA Supreme Court Clarifies the Interplay of UTA Provisions

As counsel to fiduciaries across our great Commonwealth, I was beginning to despair that changing one’s trustee was becoming as easy as changing the oil in one’s car. In the seminal case of Trust Under Agreement of Edward...more

EMEA & APAC Reporting Volume to Follow U.S. Whistleblower Trends?

by NAVEX Global on

Never has it been more critical to create an open and constructive organisational culture, where employees feel the ability to raise issues freely without fear of recrimination, and to have those issues listened to and...more

Grecian Magnesite: Tax Court Finds Reliance on a US Tax Advisor Establishes Reasonable Cause

On July 13, 2017, the Tax Court, in Grecian Magnesite, Industrial & Shipping Co., SA v. Commissioner, 149 T.C. 3 (2017), rejected Internal Revenue Service (IRS) arguments that, in order to establish good faith reliance, the...more

IRS Retirement Plan Guidance Simplifies Pre-Approved Plans and Provides Roadmap for Individually Design Plan Conversion

by Benesch on

In Revenue Procedure 2017-41, the IRS makes significant changes to the procedures that it will use in reviewing and approving “pre-approved” retirement plans. The revenue procedure applies to almost all types qualified...more

Tax Court Overrides Key Revenue Ruling on the Tax Treatment of the Sale of U.S. Partnership Interest by Foreign Persons

by King & Spalding on

In a July 13, 2017 opinion, the United States Tax Court in Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner refused to follow the long-held IRS position found in Revenue Ruling 91-32 (“the “Revenue...more

Private Equity and Privilege: Why Recent Legal Developments Matter to Buyout Firms

by Latham & Watkins LLP on

Legal professional privilege allows clients to share information with lawyers, knowing it need not be revealed in court. Privilege extends to legal advice generally, and to documents prepared in contemplation of litigation. ...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

PCAOB Adopts New Auditor Reporting Standard

by Ropes & Gray LLP on

After more than six years of outreach and public comment, on June 1, 2017, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditor reporting standard1 that, if approved by the SEC, would significantly...more

Return of the Rocket Docket?: New Case Law Potentially Changes the Tide of Patent Lawsuits Fleeing Favored Venues

by Baker Donelson on

The United States Supreme Court’s May decision in TC Heartland LLC v. Kraft Foods Group Brands LLC was widely seen as a limitation on the jurisdictions in which a patent owner can file infringement claims. That decision set...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission affirmed by a divided vote an Initial Decision dismissing insider trading charges against Wells Fargo trader Joseph Ruggieri. At a hearing the Division of Enforcement failed to prove that in six instances Mr....more

Day 13 of One Month to More Effective Internal Controls-Code of Conduct as an Internal Control

by Thomas Fox on

Last year, one of the most interesting non-Foreign Corrupt Practices Act (FCPA) enforcement actions was announced by the Securities and Exchange Commission (SEC). It involved a clear quid pro quo benefit paid out by United...more

Derivative Complaints By Creditors Against Chapter 7 Trustees – They Don’t Tend To Go Very Far

by Fox Rothschild LLP on

In a decision signed July 17, 2017 in the Our Alchemy, LLC bankruptcy (case 16-11596), Judge Gross of the Delaware Bankruptcy Court granted a trustee’s partial motion to dismiss a complaint, holding that a creditor cannot...more

Lessons From the CoinDash Initial Coin Offering Hack

On July 17, 2017, the CoinDash initial coin offering (ICO) was hacked within minutes of its launch, resulting in numerous potential purchasers sending their money to a fraudulent address. The hack has raised many questions...more

Tips for Drafting Executive Employment Agreements -Tip #2 – Severance Conditions

by Bryan Cave on

This article continues with another tip for drafting executive employment agreements and the importance of consulting counsel. For every well drafted executive employment agreement in the business world, there seem to be...more

Tax Court Rejects IRS’ Position in Rev. Rul. 91-32

Grecian Magnesite Mining, a Greek corporation (GMM), owned an interest in Premier Chemicals LLC, a Delaware limited liability company classified as a partnership for US income tax purposes (Premier). Premier conducted a trade...more

How to Keep it Brief: The No. 1 Secret to Shortening Your Meetings

No one likes sitting in a meeting any longer than necessary. So here’s the best kept secret for shortening a meeting: bypass debate on non-controversial motions. ...more

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