News & Analysis as of

Business Organization Updates

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

The Supreme Court Limits What Constitutes Proper Venue

In TC Heartland LLC v. Kraft Foods Group Brands LLC, No. 16-341, 581 U.S. __ (2017), the Supreme Court reversed a Federal Circuit decision and clarified the proper scope of venue pursuant to the patent venue statute, 28...more

Tax court finds self-employment tax for active LLC member

by Thompson Coburn LLP on

Self-employment (SE) tax is one of the driving forces when a tax advisor recommends what type of entity to use for one’s business. My previous post, “Tax court finds no self-employment tax for passive LLC member,” described...more

Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims

by Latham & Watkins LLP on

The Ninth Circuit follows the Second and Tenth Circuits in extending Omnicare’s requirements for pleading the falsity of opinion statements to claims under Section 10(b) and Rule 10b-5. In recent years, courts have...more

Hospital Sales: No State Approval Required for Non-Operating Debtor

The Bankruptcy Court for the Central District of California determined the Attorney General’s approval was not required for the sale of a non-operating, non-profit hospital because the hospital no longer qualified as a...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

Heading into a long holiday weekend the Chairman continued to fill out the senior staff of the agency. Peter Uhlmann, a staff veteran who has held several senior management positions, was appointed as Managing Executive in...more

E-commerce businesses: Valuation beyond the horizon

by Dentons on

E-commerce today has been defined as the buying and selling or provision of goods and services, or the transmitting of funds or data, over an electronic network. This article attempts to highlight the justification for the...more

Food for Thought, part 3

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more

Shareholders have "fundamental right" to call meetings, Ontario appeal court rules

by DLA Piper on

For all the talk of proxy access in the U.S., and now Canada (see DLA Piper’s 2016 and 2017 publications on this point), one of the more powerful tools available to shareholders of Canadian companies is the power to...more

Application of the U.S. Risk Retention Rules to “Indenture-Style” Cellular Tower Securizations

by Latham & Watkins LLP on

17 C.F.R. Part 246, adopted jointly by the Securities and Exchange Commission (“SEC”) and five other federal agencies in October of 2014 (the “U.S. Risk Retention Rules”), requires a sponsor of asset- backed securities...more

2017 Legislative Update

by Miles & Stockbridge P.C. on

In 2017, the Maryland General Assembly, during its 437th session, adopted stockholder-friendly legislation concerning Maryland corporations and real estate investment trusts, while rejecting or delaying more radical changes...more

TC Heartland: The End of an Era in Patent Litigation

by Dorsey & Whitney LLP on

On Monday, May 22, the Supreme Court reached a unanimous decision in TC Heartland LLC v. Kraft Foods Group Brands LLC, overruling the Federal Circuit’s interpretation of the patent venue statute, 28 U.S.C. § 1400(b), and...more

Court Affirms Jury Finding Of No Breach Of Fiduciary Duty In Partnership Dispute

by Winstead PC on

In Thunder Rose Enters. v. Kirk, the plaintiffs sued the defendant for various claims, including breach of fiduciary duty based on an alleged partnership dispute. No. 13-15-00431-CV, 2017 Tex. App. LEXIS 3481 (Tex....more

Dow/DuPont: MOFCOM Grants First Conditional Clearance of 2017

by Latham & Watkins LLP on

On 2 May 2017, China’s Ministry of Commerce (MOFCOM) announced its conditional clearance of the proposed US$130 billion all-stock merger of equals between the Dow Chemical Company (Dow) and E.I. du Pont de Nemours and Company...more

Did A Non-Existent Committee Move To Update Corporations Code?

by Allen Matkins on

In April, I kvetched about numerous outdated references in the California Corporations Code. For example, several provisions of the Code continue to refer to the “Internal Revenue Code of 1954” more than three decades after...more

Patent Litigation Venue: Supreme Court Clarifies Venue Statutes in TC Heartland v. Kraft Foods.

The U.S. Supreme Court announced its ruling in TC Heartland v. Kraft Foods Group Brands LLC on May 22, 2017, a patent infringement case that has garnered national attention for its implications on venue....more

Supreme Court Restricts Where Plaintiffs Can Sue for Patent Infringement

by K&L Gates LLP on

For almost thirty years, patent owners sued corporate defendants for patent infringement in any federal judicial district in which that corporation was subject to the court’s personal jurisdiction. When corporate defendants...more

SEC Disclosure Trends Related to Brexit and the Trump Administration

The Brexit vote and President Donald Trump’s election and proposed regulatory and other reforms have led to worldwide geopolitical uncertainty. We expect reporting companies will continue to disclose risk factors relating to...more

Using Your Payroll Provider As Your 401(k) TPA Is A Big Mistake

by Ary Rosenbaum on

Like beating a dead horse, I will again say that it is a bad idea for plan sponsors to hire their payroll provider as their 401(k) third party administrator (TPA)....more

Delaware - The New Black For Patent Litigation?

by SmithAmundsen LLC on

This week the Supreme Court made the problem of deciding where to incorporate a little more complicated. Sure, your company could still choose Delaware for its well-developed business laws. But how does Delaware stack up in...more

Shareholder-Approved Award Limits for Non-employee Directors: Legal Update and Actions to Consider

by K&L Gates LLP on

A recent Delaware court decision validates the trending practice to add specific limits on non-employee director pay in public company “omnibus” incentive compensation plans, to be approved by...more

Implementation Decree for the Say-on-Pay Provisions of the Loi Sapin II Adopted

by Jones Day on

Adopted on 8 November 2016, the Sapin II Act (Loi Sapin II) introduced a compulsory ex ante vote on remuneration policy and an ex post vote on the amount of remuneration received in accordance with the policy passed the...more

Dealing with conflicts of interest for registrants - disclosure is not enough

by DLA Piper on

On April 27, 2017, the Investment Industry Regulatory Organization of Canada (“IIROC”) issued a rules notice and guidance note (the “Notice”) regarding dealer firm (“Dealers”) management of compensation-related conflicts. The...more

Beware the Default Provisions of the South Carolina LLC Act

by McNair Law Firm, P.A. on

The current version of the South Carolina Limited Liability Company Act (the “LLC Act”) has seen very little revision since its passage in 1996. The Uniform Law Commission’s model act, on which the LLC Act is based, has...more

Supreme Court Limits Venue in Patent Litigation

In an 8-0 decision issued on May 22, 2017, the U.S. Supreme Court, in TC Heartland LLC v. Kraft Foods Group Brands LLC, restricted the available venues for patent litigation claims under 28 U.S.C. § 1400. Under Section...more

InterConnect FLASH! No. 61 - Regardless of Status (Broker/Motor Carrier): Contract & Control Still Matter

by Benesch on

Courts continue to review the circumstances surrounding the degree of control exercised over transportation service providers. This has held true in several different segments of the transportation industry whether it is home...more

21,927 Results
|
View per page
Page: of 878
Cybersecurity

Follow Business Organization Updates on:

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.

Feedback? Tell us what you think of the new jdsupra.com!