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Why infect the law of trusts with good faith doctrine?

The law’s good faith principle has traditionally regulated legal relationships, such as the contractual relationship. Equity’s more intense fiduciary principle has generally regulated equitable relationships, such as the...more

Trustees Holding Interests in the Family Business: Intersection of Shareholder and Member Rights and Fiduciary Duties

Trustees holding interests in family enterprises may have conflicting duties to the beneficiaries as well as unrelated shareholders and members of the business. ...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

Uniform Acts, Modern Portfolio Theory, and An Unintended Consequence

Uniform Acts, Modern Portfolio Theory, and An Unintended Consequence by James F. McDonough, Jr. on August 8, 2013 Trustees had been governed by the Reasonable Man standard for investing trust assets that were designed...more

Beware: Active Participation of Trustee S-Corporation Shareholder is Required – Technical Advice Memorandum 201317010

Differing points of view have arisen regarding determining the active participation of S-Corporation shareholdings held in Trust....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

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

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

Using the Reg. S Exemption for Foreign Investors

Using Reg. S is useful when the issuer does not want to be limited by the restrictions of Rule 506. With a Rule 506 offering all investors must be either accredited or sophisticated, and there is a limit of 35 non-accredited...more

Using Finders to Locate Investors – Bruce E. Methven

A number of years ago the SEC effectively banned the use of finders to locate investors for securities offerings that cross state lines. Still, a few states allow finders for their intrastate offerings (offerings made...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

The Academics Are Just Plain Wrong: The Trust Is Not a Contract

Since the 1960s, the trust has been under attack on two fronts in the American law school. First, the traditional Trusts course has been down-graded to elective status, a misguided curricular “reform” that Charles E. Rounds,...more

Corporate and Financial Weekly Digest - October 21, 2011

In this issue; - ISS Publishes Proposed Changes to Proxy Voting Policies - SEC’s Division of Corporation Finance Issues Bulletin Regarding Legal and Tax Opinions - Derivatives Clearing Organization General...more

SEC Adopts Final Definition of “Family Offices” Exempt From Investment Advisers Act

On June 22, 2011, the Securities and Exchange Commission (SEC) adopted its final rule (the Family Office Rule) under the Investment Advisers Act of 1940 (the Advisers Act) defining the term “family office” for purposes of the...more

SEC Adopts Rule Defining “Family Office”

The Securities and Exchange Commission (the “SEC”) recently adopted a final rule (the “Rule”) defining “family offices” that are to be excluded from the definition of an investment adviser and corresponding registration...more

Family Office Exemption Narrowly Defined by S.E.C.

Following the stock market crash of 1929 and the Great Depression which followed, Franklin D. Roosevelt’s 1932 democratic campaign platform called for regulation of the securities exchanges “to the full extent of federal...more

SEC Adopts Final Rules for RIA Registration

On June 23, 2011, the Securities Exchange Commission (“SEC”) promulgated Final Rule 275.202(a)(11)(G)-1 (“Final Rule”) defining the term “family offices” for purposes of excluding certain family offices from the registration...more

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