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SEC “Common Trust Fund” Exception Narrowly Construed for Private Trust Companies

Recent years have seen a dramatic increase in the number of Private Trust Companies (“PTCs”) established by wealthy families. PTCs are used to consolidate the trustee function of multiple trusts within a family, and because...more

Tax Court Rules on Built-In Gains Discount and Appraiser Qualification

On February 11, 2014, the United States Tax Court issued a memorandum opinion (i) determining the proper method for valuing a holding company (i.e., an S or C corporation holding marketable securities or appreciated...more

NY Attorney General Wants to “Fire” Donald Trump from Education Industry

NY Attorney General Wants to “Fire” Donald Trump from Education Industry by Dan Brecher on September 3, 2013 While Donald Trump is well known for his antics on the air and in the boardroom, he may soon be spending some...more

CFTC Issues Final Guidance and Accompanying Exemptive Order on Cross-Border Application of Certain Swap Regulations

At a public meeting on July 12, 2013, the Commodity Futures Trading Commission (CFTC or Commission) adopted final guidance on how Dodd-Frank Act requirements will apply to cross-border swap activities (Guidance). In...more

Planning for Carried Interests & Avoiding Section 2701

Alternative investments in private equity and hedge funds have gained in popularity over the last two decades and have become a regular allocation of many investment portfolios....more

CSL Takes Pity On Inter Vivos Trusts

Section 25019 of the Corporations Code defines “security” broadly by listing a broad range of items that is substantially, but not exactly, the same found in Section 2(a)(1) of the Securities Act of 1933. See “Security”...more

New York State Court Allows Trustee Lawsuit Against DB Structured Products to Proceed

On May 13, Justice Kornreich of the Supreme Court of the State of New York denied DB Structured Products, Inc.’s (DBSP) motion to dismiss an RMBS putback action brought against it by the trustee for the relevant RMBS trust. ...more

SEC Settles Suit for Misleading Advisory Contract Approval Disclosure

Settlement with mutual fund directors and service providers serves as a reminder of responsibilities for disclosures relating to the approval of investment advisory contracts and provides insight into SEC enforcement...more

SEC Settles with Service Providers and Trustees of two Mutual Fund Trusts for Inaccurate Disclosures Regarding Section 15(c)...

On May 2, 2013, the SEC filed an order instituting settled administrative proceedings against the trustees (“Trustees”) and certain service providers of two “turnkey” open-end series investment companies, Northern Lights Fund...more

SEC Sanctions Fund Trustees for Inadequate Disclosures and Failure to Follow Compliance Policies

The Securities and Exchange Commission today charged the trustees of two “turnkey” mutual fund trusts with causing untrue or misleading disclosures about their review of the funds’ advisory contracts. The Commission also...more

DOL Releases Informal Guidance Addressing Fiduciary Responsibilities With Respect to Target Date Funds

Recent U.S. Department of Labor (DOL) guidance underscores the need for plan fiduciaries to rigorously examine and monitor target date fund (TDFs), and potentially explore the use of custom or non-proprietary TDFs....more

Family Office Relief from CPO Registration

As noted in an earlier Client bulletin, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the Commodity Futures Trading Commission (“CFTC”) issued a no-action letter dated November 29, 2012 enabling...more

The Owner’s Manual - Winter 2013

In This Issue: Introduction; Partnering with Private Equity Firms; Beyond Bank Borrowing: Mezzanine Funds & Growth Captial; The Auction Block: Finding the Right Buyer for Your Company; First Steps: “Don’t Let Your Exit...more

New Rules Coming into Effect Affect Retirement Plans Entering into Swaps

New rules affecting ERISA-covered retirement plans entering into swap transactions will come into effect in May 2013. These rules, known as the “Business Conduct Standards,” implement certain provisions of the Dodd-Frank...more

Quarterly Investment Update – 4th Quarter 2012 Trust & Investment Services

In This Issue: - Economic Review & Outlook - Bond Market Review - Bond Market Outlook - Stock Market Review - Stock Market Outlook - Overview Of Washington Supreme Court Decision - Estate Tax Impact Of...more

Tax Talk -- Volume 5, No. 4 -- January 2013

In This Issue: Fiscal Cliff Diving a.k.a. American Taxpayer Relief Act; CoCo Developments; Tax Effect of Money Market Fund Proposals; IRS Issues Final Regulations on Publicly Traded Property; Assessment of Income from...more

The Anglo-American Trust is Powerful and Nimble, but not a Magician

The great English legal scholar, Frederic William Maitland (1850-1906), saw the trust as “an ‘institute’ of great elasticity and generality; as elastic, as general as contract.” It is hard to disagree. Most mutual funds are...more

The SEC Proposed Rule 506(c) To Permit General Solicitation

On August 29, 2012, the Securities and Exchange Commission (the “SEC”) released its first proposed rule for the implementation of the Jumpstart Our Business Startups Act (the “JOBS Act”): “Eliminating the Prohibition Against...more

The SEC Proposed Rule 506(c) To Permit General Solicitation

On August 29, 2012, the Securities and Exchange Commission (the “SEC”) released its first proposed rule for the implementation of the Jumpstart Our Business Startups Act (the “JOBS Act”): “Eliminating the Prohibition Against...more

Are REITS Investment Advisers?

A REIT is an acronym for Real Estate Investment Trust, although the term more properly refers to tax status than a specific entity type. For a variety of reasons, a REIT may involve several different types of entities. The...more

The Commodity Futures Trading Commission Rescinds a Common Family Office Exemption

The recent implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requirements has significantly changed the Commodity Exchange Act (the “CEA”). As a result of these changes,...more

Handler Thayer Family Office Alert - The Commodity Futures Trading Commission Rescinds a Common Family Office Exemption

The recent implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requirements has significantly changed the Commodity Exchange Act (the “CEA”). As a result of these changes,...more

Congress Opens the Door to More Small Company Offerings

Raising capital for small businesses has always been difficult and the economic downturn of 2008 did not help matters. Banks that were once a good source of small business financing are now paralyzed and afraid to take any...more

Congress Opens the Door to More Small Company Offerings

Raising capital for small businesses has always been difficult and the economic downturn of 2008 did not help matters. Banks that were once a good source of small business financing are now paralyzed and afraid to take any...more

Crowd Funding Bills Stall in Congress

The growth of social media websites over the last ten (10) years has led many entrepreneurs to seek opportunities to access capital through their online networks, such as Facebook and LinkedIn. This “crowd funding” model of...more

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