Smith Anderson

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150 Fayetteville Street
Suite 2300
Raleigh, North Carolina 27601, United States
Phone: 919-821-1220
Fax: 919-821-6800
Areas of Practice
  • Administrative Law
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Military Law
  • Personal Injury
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Worker’s Compensation
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • North Carolina
Number of Attorneys
100+ Attorneys

Surcharges and Checkout Fees: Navigating the Mine Field

In November 2012, Visa and MasterCard agreed to alter their credit card surcharging rules as part of a settlement related to the class action case In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation…more

Class Action, Credit Cards, MasterCard, Service Charges, Settlement

See all updates »

H.B. 2 Is Repealed, But...What Does This Mean?

North Carolina has repealed House Bill 2. In its place, the North Carolina General Assembly enacted law: ..Preempting state agencies and related entities from regulating access to multiple occupancy restrooms, showers or…more

Employment Discrimination, General Assembly, Preemption, Public Accommodation, Repeal

See all updates »

U.S. Supreme Court Recognizes Airline Immunity for TSA Reports of Suspicious Behavior

In Air Wisconsin Airlines Corp. v. Hoeper (Jan. 27, 2014), the U.S. Supreme Court concluded that airlines are entitled to civil immunity for reporting suspicious behavior to the TSA, provided their reports are not “materially…more

Air Wisconsin v. Hoeper, Airlines, ATSA, SCOTUS, Transportation Security Administration

See all updates »

SEC to Review Draft Registration Statements on a Nonpublic Basis

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic…more

Confidential Information, Corporate Issuers, EDGAR, Emerging Growth Companies, Initial Public Offerings

See all updates »

NC Fiduciaries Have a Duty to Explain Arbitration Agreements in Contracts

The Supreme Court of North Carolina recently issued an opinion that could have a substantial impact on the enforceability of arbitration agreements when a fiduciary relationship exists, particularly in the context of consumer…more

Arbitration Agreements, Breach of Duty, Fiduciary Duty, NC Supreme Court, Physicians

See all updates »

SEC to Review Draft Registration Statements on a Nonpublic Basis

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic…more

Confidential Information, Corporate Issuers, EDGAR, Emerging Growth Companies, Initial Public Offerings

See all updates »

Addressing Environmental Issues in Real Estate Development

Dealmakers sometimes overlook environmental issues when negotiating transactions, leaving important business and legal issues unaddressed until they inevitably pop up shortly before closing and send everyone scrambling. This…more

Land Developers, Real Estate Development, Risk Mitigation

See all updates »

Elective Share Changes May Require Estate Planning Updates

Effective October 1, 2013, the elective share rules for persons who die domiciled in North Carolina have been simplified, but for many married couples the simplification will mean a substantial change in the property rights of a…more

Estate Planning, Marriage, Spousal Elective Share, Surviving Spouse

See all updates »

CMS makes economics of primary care ACOs more appealing: Smith Anderson

As you may have read, accountable care organizations have met uneven success over the last several years. But, when they are broken down into categories, physician-sponsored ACOs have done better, particularly those with a…more

ACOs, CMS, Fee-for-Service, Medicare Access and CHIP Reauthorization (MACRA), Medicare Shared Savings Program

See all updates »

Flawed, but Fair: Updated Guidance for Boards and Investors

A recent Delaware decision, in re Trados Incorporated Shareholder Litigation, underscores a director’s responsibilities in “underwater” venture deals. In a 114-page opinion by Vice Chancellor Laster, the court reviewed the sale…more

Board of Directors, Common Stock, Investors, Liquidation, Stocks

See all updates »

Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

Purchasing Credit Monitoring May Not Protect Companies from Data Breach Class Actions

2014 set a record for data incidents, with nearly 30% of the 783 data incidents reported by companies caused by hacking. At least 97 incidents are reported to have occurred from hacking during 2015, affecting approximately 7…more

Case Consolidation, Class Action, Commonality, Cybersecurity, Data Breach

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

New HSR Reporting Thresholds Announced for 2015

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, Pre-Merger Filing Requirements

See all updates »

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company merger…more

Breach of Duty, Business Court Division, Disclosure-Based Settlements, Fiduciary Duty, Mergers

See all updates »

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH the Delaware Court of Chancery confirmed that a reverse triangular merger did not result in an assignment by operation of law. This affirms the traditional view often…more

Assignments, Reverse Triangular Mergers

See all updates »

IRS Relief Available to Victims of Hurricane Matthew in North Carolina, South Carolina, Georgia and Florida

Some good news in the wake of Hurricane Matthew: participants in 401(k) and similar employer-sponsored retirement plans who have been adversely affected by Hurricane Matthew may be eligible to use their retirement savings to…more

FEMA, Hardship Distributions, Hurricane Matthew, IRS, Property Damage

See all updates »

New Partnership Tax Audit Rules

The Bipartisan Budget Act of 2015 establishes new rules (the “New Partnership Audit Rules”) for the conduct of federal income tax audits of partnerships and the assessment and collection of income taxes resulting from such…more

Audits, Bipartisan Budget, Income Taxes, IRS, Limited Liability Company (LLC)

See all updates »

New HSR Reporting Thresholds Announced for 2017: Smith Anderson

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

DOJ, FTC, Hart-Scott-Rodino Act, Interlocking Directorate, Premerger Notifications

See all updates »

Legislature Authorizes, But Limits, Water and Sewer Impact Fees

Controversy and litigation have erupted in North Carolina in recent years with regard to water and sewer impact fees levied by cities and counties on new real estate development. The fees are authorized in "local bill" State…more

Construction Industry, Impact Fees, Local Ordinance, Municipalities, New Legislation

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

Supreme Court Sheds Light on the Pregnancy Discrimination Act

The United States Supreme Court recently provided a framework to evaluate whether an employer has violated the Pregnancy Discrimination Act (PDA) under Title VII by failing to accommodate an employee who has a pregnancy-related…more

ADA, ADAAA, PDA, Pregnancy Discrimination, Reasonable Accommodation

See all updates »

Fourth Circuit Clarifies the Role of the District Court in a Trademark Civil Action Following a Proceeding Before the Trademark Trial and Appeal Board

On January 7, 2014, the Fourth Circuit Court of Appeals clarified that a district court must take a fresh look at all of the evidence – including evidence previously submitted to the Trademark Trial and Appeal Board (TTAB) – in…more

Trademark Litigation, Trademark Trial and Appeal Board, Trademarks

See all updates »

OSHA Issues Final Electronic Recordkeeping Rule for Injuries

On May 11, 2016 the U.S. Occupational Safety and Health Administration (OSHA) issued a final rule which requires certain employers to electronically submit information regarding workplace injuries and illnesses which then – in a…more

Anti-Retaliation Provisions, Data Collection, Final Rules, OSHA, Recordkeeping Requirements

See all updates »

Employers Provided With a New Remedy to Protect Their Company

Effective January 1, 2016, employers will have a new statutory remedy at their disposal for the protection of proprietary information and other property. The North Carolina Property Protection Act (PPA) states that any person…more

Intellectual Property Protection, New Legislation, Proprietary Information

See all updates »

Supreme Court Requires Many More VOSB Set-Asides

On June 16, 2016, the United States Supreme Court ruled that the Department of Veterans Affairs (VA) must apply the “Rule of Two” in all contracting decisions in Kingdomware Technologies, Inc. v. United States, 136 S.Ct. 1969…more

Bid Protests, Department of Veterans Affairs, Federal Procurement Systems, Federal Supply Schedule (FSS), GAO

See all updates »

February 2, 2015 Deadlines for Reporting 2014 ISO Exercises and ESPP Transfers

Employers should be sure they are ready to comply with the fast-approaching deadlines for reporting 2014 incentive stock option (ISO) exercises and certain employee stock purchase plan (ESPP) transfers under Section 6039 of the…more

Deadlines, Employee Stock Purchase Plans, Filing Deadlines, Incentive Stock Options, IRS

See all updates »

New "Smart" Form I-9 Goes Into Effect January 22, 2017

Beginning January 22, 2017, employers will be required to use a new version of Form I-9 to verify the identity and employment authorization of their workforce. The new version includes a number of substantive changes, as well as…more

Electronic Filing, I-9, IRCA, Updated Forms, USCIS

See all updates »

Insurers' Denials of Cybersecurity Claims Receive Judicial Support

Although cybersecurity-specific insurance has become more popular in recent years, some policyholders have attempted to obtain insurance for cybersecurity losses under their commercial general liability (CGL) policies. The…more

Advertising Injury, Commercial General Liability Policies, Cyber Insurance, Cybersecurity, Popular

See all updates »

[Webinar] Online Public Offerings and Everything You Need to Know - Dec. 5th, 1:00 pm EST

December 5, 2016 A live webinar presented by StartEngine's CEO Ron Miller, Command Partners' CEO Roy Morejon and Smith Anderson Partner Benji Jones. This webinar will focus on the legal, marketing and platform components to…more

Compliance, Crowdfunding, Public Offerings, Regulation A, SEC

See all updates »

SEC to Review Draft Registration Statements on a Nonpublic Basis

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic…more

Confidential Information, Corporate Issuers, EDGAR, Emerging Growth Companies, Initial Public Offerings

See all updates »

“Ban-the-Box” and Other Laws Limiting an Employer’s Use of Criminal History

Employers face an increasing number of laws that limit when an employer may ask for and use an applicant's criminal history. "Ban the Box" laws prohibit questions about criminal history on the initial application. In addition,…more

Ban the Box, Best Practices, Conditional Job Offers, Criminal Background Checks, Disclosure Requirements

See all updates »

My Company Can be Sued Where?: Supreme Court Resolves Some Questions of Where Businesses May Be Sued for Patent Infringement but Leaves Others Unsettled

After a long period in which the U.S. Supreme Court considered intellectual property issues only occasionally, the Court has frequently focused on intellectual property matters in recent years, reflecting the increasing…more

Patent Infringement, Patent Litigation, Patent Trolls, Patents, Principal Place of Business

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

"May Day" Demonstrations are Imminent: Lawful Employer Responses to Advocacy

According to leaders of the Service Employees International Union, the Food Chain Workers Alliance, the Rural Community Workers Alliance and other labor groups, upwards of 350,000 workers are planning on striking or protesting…more

Employer Liability Issues, NLRA, NLRB, Protected Concerted Activity, Protests

See all updates »

U.S. Department of Labor Withdraws Independent Contractor and Joint Employment Guidance

Last week, the United States Department of Labor (DOL) withdrew two Wage and Hour Administrator’s Interpretations, one on classification of workers as independent contractors and the other on joint employment. The…more

Administrative Interpretation, DOL, FLSA, Independent Contractors, Joint Employers

See all updates »

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion…more

Board of Directors, Business Court Division, Controlling Stockholders, Corporate Governance, Fiduciary Duty

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

Defend Trade Secrets Act Creates New Federal Claim For Misappropriation of Trade Secrets

On May 11, 2016, President Barack Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, creating a federal civil right of action for the theft of trade secrets. Until now, trade secrets had been protected only at…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Employment Contract, Ex Parte, Intellectual Property Protection

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

Raleigh to Rezone 34,000 Parcels: Watch for Your Postcard

Effective September 1, 2013, the City of Raleigh adopted comprehensive new zoning and land development regulations referred to as the Unified Development Ordinance (UDO). Although the UDO retains the City’s preexisting R-4, R-6…more

Economic Development, Urban Planning & Development

See all updates »

Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

IRS Relief Available to Victims of Hurricane Matthew in North Carolina, South Carolina, Georgia and Florida

Some good news in the wake of Hurricane Matthew: participants in 401(k) and similar employer-sponsored retirement plans who have been adversely affected by Hurricane Matthew may be eligible to use their retirement savings to…more

FEMA, Hardship Distributions, Hurricane Matthew, IRS, Property Damage

See all updates »

New HSR Reporting Thresholds Announced for 2017: Smith Anderson

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

DOJ, FTC, Hart-Scott-Rodino Act, Interlocking Directorate, Premerger Notifications

See all updates »

U.S. Supreme Court Describes “Ordinary Principles of Contract Law”

In a contract governed by federal law, does “The End” really mean “The End”? Some federal courts have said “no,” but the U.S. Supreme Court has just said “yes.” Most contract cases in federal court involve the application…more

Collective Bargaining, Employer Group Health Plans, ERISA, Health Insurance, M&G Polymers v Tackett

See all updates »

NC Fiduciaries Have a Duty to Explain Arbitration Agreements in Contracts

The Supreme Court of North Carolina recently issued an opinion that could have a substantial impact on the enforceability of arbitration agreements when a fiduciary relationship exists, particularly in the context of consumer…more

Arbitration Agreements, Breach of Duty, Fiduciary Duty, NC Supreme Court, Physicians

See all updates »

Supreme Court Requires Many More VOSB Set-Asides

On June 16, 2016, the United States Supreme Court ruled that the Department of Veterans Affairs (VA) must apply the “Rule of Two” in all contracting decisions in Kingdomware Technologies, Inc. v. United States, 136 S.Ct. 1969…more

Bid Protests, Department of Veterans Affairs, Federal Procurement Systems, Federal Supply Schedule (FSS), GAO

See all updates »

My Company Can be Sued Where?: Supreme Court Resolves Some Questions of Where Businesses May Be Sued for Patent Infringement but Leaves Others Unsettled

After a long period in which the U.S. Supreme Court considered intellectual property issues only occasionally, the Court has frequently focused on intellectual property matters in recent years, reflecting the increasing…more

Patent Infringement, Patent Litigation, Patent Trolls, Patents, Principal Place of Business

See all updates »

Potential 2017 Tax Changes

President-Elect Donald Trump promised a sweeping overhaul of the US Tax Code during this past year, and his selection for Treasury Secretary, Steven Mnuchin, says that tax reform will be his top priority. Of course, it is the…more

Alternative Minimum Tax, Corporate Taxes, Estate Tax, Income Taxes, Popular

See all updates »

Senate Bill 628 Update

Two previous Tax Alerts, Tax Provisions in the 2017 Budget Bill (June 20, 2017) and Tax Legislation Enacted During the Regular Session of the 2017 North Carolina General Assembly (June 30, 2017), summarized the major tax…more

Corporate Taxes, Franchise Taxes, Historical Rehabilitation, Holding Companies, Income Apportionment

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

Fourth Circuit Clarifies the Role of the District Court in a Trademark Civil Action Following a Proceeding Before the Trademark Trial and Appeal Board

On January 7, 2014, the Fourth Circuit Court of Appeals clarified that a district court must take a fresh look at all of the evidence – including evidence previously submitted to the Trademark Trial and Appeal Board (TTAB) – in…more

Trademark Litigation, Trademark Trial and Appeal Board, Trademarks

See all updates »

OSHA’s Electronic Reporting Rule and Its Heightened Focus on Non-Retaliation

On November 1, 2016, the Occupational Safety and Health Administration (OSHA) will begin enforcement of a new final rule on electronic reporting of workplace injuries. The rule increases employers’ obligations to make sure that…more

Anti-Retaliation Provisions, Drug Testing, Final Rules, OSHA, Reporting Requirements

See all updates »

ACO Insider: Not ready for an ACO? Think CPC+

The Centers for Medicare & Medicaid Services in April announced its newest initiative, Comprehensive Primary Care Plus, to target primary care practices of varying capabilities to participate in an innovative payment model…more

ACOs, CMS, Comprehensive Primary Care (CPC+), Physicians, Provider Payments

See all updates »

Status of the Overtime Rule - What Now?

Within the past two weeks, the federal district court in Texas granted summary judgment in favor of the business groups and 21 states that had challenged the Department of Labor’s rule doubling the salary level threshold for…more

DOL, Exempt-Employees, FLSA, Minimum Salary, Over-Time

See all updates »

“Frivolous” Merger Litigation Settlement Rejected by the Court

In an opinion that could help remedy the problem of baseless merger litigation, a court applying North Carolina law recently refused to approve a class action settlement because the underlying lawsuit was without merit…more

Breach of Duty, Class Action, Frivolous Lawsuits, Mergers, Shareholder Litigation

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

Legislature Authorizes, But Limits, Water and Sewer Impact Fees

Controversy and litigation have erupted in North Carolina in recent years with regard to water and sewer impact fees levied by cities and counties on new real estate development. The fees are authorized in "local bill" State…more

Construction Industry, Impact Fees, Local Ordinance, Municipalities, New Legislation

See all updates »

Statute of Limitations for Actions to Remove Encroachments from Easements Returned to 20 Years

In 2007, the North Carolina Court of Appeals held in Pottle v. Link, 187 N.C. App. 746, 654 S.E.2d 64 (2007), that actions to remove encroachments from an easement must be brought within six years of the encroachment being…more

Adverse Possession, Duke Energy, Easements, NC Supreme Court, Public Utility

See all updates »

U.S. Supreme Court Recognizes Airline Immunity for TSA Reports of Suspicious Behavior

In Air Wisconsin Airlines Corp. v. Hoeper (Jan. 27, 2014), the U.S. Supreme Court concluded that airlines are entitled to civil immunity for reporting suspicious behavior to the TSA, provided their reports are not “materially…more

Air Wisconsin v. Hoeper, Airlines, ATSA, SCOTUS, Transportation Security Administration

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Bylaws, Charitable Donations, Corporate Governance, Disclosure Requirements, Executive Compensation

See all updates »

SEC to Review Draft Registration Statements on a Nonpublic Basis

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic…more

Confidential Information, Corporate Issuers, EDGAR, Emerging Growth Companies, Initial Public Offerings

See all updates »

Unpacking Your LLC: Tax Considerations in Limited Liability Company Liquidations

Has your LLC lost its luster? Has it outlived its usefulness as an asset management, asset protection, or, dare we say it, wealth transfer vehicle? Are you tired of discussing the company’s operations with the other owners? Are…more

Corporate Dissolution, Corporate Taxes, Limited Liability Company (LLC), Liquidation, Operating Agreements

See all updates »

SEC to Review Draft Registration Statements on a Nonpublic Basis

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic…more

Confidential Information, Corporate Issuers, EDGAR, Emerging Growth Companies, Initial Public Offerings

See all updates »

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long been…more

Brokers, No-Action Letters, Registration, SEC

See all updates »

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long been…more

Brokers, No-Action Letters, Registration, SEC

See all updates »

New Overtime Rule Blocked by Federal Court

Last night a federal judge in Texas entered a nationwide injunction that blocks the U.S. Department of Labor from implementing the new overtime rule that was to go into effect December 1. The court ruled that the Department of…more

DOL, Exempt-Employees, FLSA, Over-Time, Preliminary Injunctions

See all updates »

Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

A Checklist for Entering Shared Savings Contracts: Practical Considerations

It’s no secret that payment for health care services is moving away from a fee-for-service world that rewards volume towards new value-based models that encourage higher quality and more efficient care. Perhaps no value-based…more

CMS, Fee-for-Service, Healthcare, Healthcare Reform, Medicare

See all updates »

The Fraudulent Joinder Doctrine...It’s Not Just For Fraud Or Joinder

In Weidman v. ExxonMobil Corporation, et al., No. 13-2007 (4th Cir., January 8, 2015), the Fourth Circuit confirmed that the “fraudulent joinder” doctrine requires neither an allegation of fraud nor a situation involving a…more

Diversity Jurisdiction, Employer Liability Issues, Exxon Mobil, Fraudulent Joinder, Pharmacies

See all updates »

National Data Breach Legislation Advances in House Subcommittee

As the number of high profile data breaches increase, there is mounting pressure on Congress to create a more unified regulatory standard governing company actions in response to a data breach…more

Barack Obama, Cybersecurity, Data Breach, Data Security and Breach Notification Act of 2015, Pending Legislation

See all updates »

Golden Parachute Tax Terror

Smith Anderson's tax group is now offering complimentary presentations. This webinar will provide an introduction to the tax rules related to certain payments to insiders triggered by a change in control of a corporation…more

Change in Control, Corporate Officers, Excise Tax, Golden Parachutes, IRS

See all updates »

The SEC's Proposed Pay Ratio Rule: What it Could Mean for Your Upcoming Filings

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to…more

Annual Filings, Annual Reports, CEOs, Disclosure Requirements, Dodd-Frank

See all updates »

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller, buyer…more

Acquisitions, Assignments, Due Diligence, Federal Contractors, HUBZone

See all updates »

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company merger…more

Breach of Duty, Business Court Division, Disclosure-Based Settlements, Fiduciary Duty, Mergers

See all updates »

Affordable Care Act Confusion: Health Care Exchange Notice Due but No Penalty for Noncompliance

The Affordable Care Act and subsequent guidance require all employers subject to the Fair Labor Standards Act to provide notice of health care coverage options available through a health care exchange to all current employees no…more

Affordable Care Act, Deadlines, DOL, FLSA, Health Insurance Exchanges

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

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