News & Analysis as of

Business Assets

Directors' dealings and company assets

by Dentons on

A recent challenge in the High Court by liquidators to recover assets from a director of an insolvent company has highlighted various points of company law. In particular, the court had to consider directors' authority, share...more

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

The Value of Forensic Accounting Goes Beyond the Courtroom

by Foodman CPAs & Advisors on

Forensic Accountants play an integral role in the changing landscape of today’s business management and oversight. Successful business owners prepare for the possibility of malware attacks, internal fraud, lawsuits,...more

Federal District Court Rebuffs Attempt by Navy Sailors to Satisfy Judgment Against Republic of Sudan by Attaching Assets Held by...

A recent decision by the United States District Court for the Southern District of New York delivered a victory to banks seeking to prevent judgment creditors from attaching assets “blocked” pursuant to Office of Foreign...more

FTC Takes Another Look at Merger Remedies

by Hogan Lovells on

On 3 February 2017, the U.S. Federal Trade Commission (FTC) released its Merger Remedies Study, which analyzed the success of merger remedies imposed by the FTC from 2006 to 2012. Nearly two decades after it issued a similar...more

Be Sure to Observe Formalities to Protect Business Assets

by Burns & Levinson LLP on

When entering into a new venture, it is not uncommon for a new legal entity to be formed in order to insulate an existing company from the liabilities associated with the new business. While the law absolutely permits this, a...more

Personal Liability of Executors for Tax Liabilities of the Estate Under the Federal Priority Statute, 31 U.S.C. 3713

This is an appeal of summary judgment by the personal representative (the “PR”) of an estate. The lower court found the PR to be personally liable under the federal priority statute, Section 3713, for tax liabilities due from...more

How to comply with the new record-keeping requirements for Ontario corporations

by DLA Piper on

In an attempt to improve management of corporate land forfeited to the Crown (that is, to facilitate the ease with which the Crown may act in order to seize forfeited land), Ontario has amended the Business Corporations Act...more

Indirect sale of real estate in the Russian Federation in the context of the beneficial ownership rules

by Dentons on

On 17 January 2017 the Commercial Court of Vladimir Oblast delivered a judgement in case No. ?11-6602/2016 (the “Decision”) under the claim of Vladimir Energy RetailCompany1 Public Joint-Stock Company (the “Company”)....more

New real property record-keeping obligations for Ontario corporations

by Dentons on

On December 10, 2016, Bill 144, the Budget Measures Act, 2015 (Ontario) will come into force and the Forfeited Corporate Property Act, 2015 (FCPA) will be enacted. The enactment of the FCPA will have the effect of amending...more

Asset misappropriation – investigating people and money?

by Foodman CPAs & Advisors on

Forensic accounting has been described as an “art and science” that investigates people and money. Forensic accountants are known for tracing funds (following the money), uncovering hidden assets and educating involved...more

Dividing the Assets: Different Types of Businesses

by Ervin Cohen & Jessup LLP on

This is the latest in my series of articles examining how the marital interest of one spouse in the ownership of a business enterprise can be monetized in the division of assets in a divorce. Prior articles have largely...more

Treasury Department Issues Final Regulations on Real Property Definition for REIT Purposes

by Latham & Watkins LLP on

Final regulations establish analytical framework for determining whether assets qualify as real property for purposes of the REIT rules. On August 31, 2016, the Treasury Department and the Internal Revenue Service (IRS)...more

You get to write the script for this story…

by Seyfarth Shaw LLP on

Effective restraints of trade protect businesses which rely heavily on human capital from damage that sometimes can’t be undone. These restraints – usually sitting in an employment contract – can be a key business asset....more

"Proposed Treasury Regulations Raise New Hurdles for Tax-Free Spin-Offs"

On July 14, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would generally become effective for distributions under Section 355 of the Internal Revenue...more

Treasury and IRS Issue New Spin-Off Proposed Treasury Regulations On Device and Active Trade or Business Requirements

by Shearman & Sterling LLP on

On July 14, 2016, the Treasury Department and the IRS issued proposed regulations under Section 355 on spin-off transactions (the “Proposed Regulations”) that provide guidance with respect to the spin-off device prohibition...more

Five Things about the IRS’s Proposed Regulations on the Spinoff Device and Active Business

On July 14, 2016, the Internal Revenue Service (IRS) proposed long-anticipated regulations tightening the “device” and “active trade or business” tests that are necessary for a corporation to distribute a subsidiary in a...more

D.C. Circuit Limits Government's Ability to Collect on Personal Debt by Garnishing Assets of Closely Held Corporation, Reverses...

On July 8, 2016, the D.C. Circuit clarified the limits of the Federal Debt Collection Procedures Act (FDCPA). The Court held under D.C. and federal law that the government cannot satisfy a judgment against a co-owner and...more

Eighth Circuit Finds Non-Competition Agreements Assignable to Successor Employer in Asset Purchase Without Employees' Consent

by FordHarrison on

The United States Court of Appeals for the Eighth Circuit recently held that a successor employer, who was assigned non-competition agreements as part of an asset purchase, could seek to enforce the non-competition agreements...more

Debt Secured by Inventory Real Property is Not QRPBI

by Miles & Stockbridge P.C. on

In the recently released Revenue Ruling 2016-15, the IRS determined that discharge of debt income generated by the forgiveness of debt secured by real property constituted excludable qualified real property business...more

Italian Floating Charge Over Movable Assets

by Shearman & Sterling LLP on

Law Decree No. 59 of 3 May 2016 introduced a new and long-awaited security instrument in the Italian legal framework: a floating charge over movable assets. The new security called "pegno non possessorio" is meant to...more

Own or Lease? New Accounting Rules Necessitate Review

The divestiture of property owned by non-real estate companies has long been a trend in the U.S. Though there are many advantages to owning—and thereby controlling—your own real estate, non-real estate businesses, especially...more

Directors – Don’t Be at a Loss for Your D&O Coverage in Bankruptcy

As the spate of energy bankruptcies continues, trustees, shareholders, creditors, plaintiff’s firms and other interested parties are looking at ever more creative ways to maximize the recovery for their constituency or fight...more

Significant developments in Canadian energy – for the month of March 2016

by Dentons on

Conventional - March 9, 2016 – Encana Corporation is exploring the sale of more non-core assets in the United States and Canada that could net proceeds of approximately $1 billion. Encana is open to offers on all of...more

Energy Sector Alert Series: As Oil Prices Descend, Patent Enforcement Litigation Increases Within Energy Industry

by WilmerHale on

n this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

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