News & Analysis as of

Business Entities

The Corporate Transparency Act: A Proposal to Expand Beneficial Ownership Reporting for Legal Entities, Corporate Formation...

by Ballard Spahr LLP on

In late June, Representatives Carolyn Maloney and Peter King of New York introduced The Corporate Transparency Act of 2017 (the “Act”). In August, Senators Ron Wyden and Marco Rubio introduced companion legislation in the...more

CA Supreme Court: Entity Ownership Change Can Trigger Documentary Transfer Tax

Many entities are formed for the sole purpose of buying and holding real estate. In this setup, legal title is held by the entity itself (not the entity’s owners), but the entity’s owners have a “beneficial interest” that...more

Who Needs Parliamentary Procedure Anyway? Part 1

I know the blank stares and incredulous looks very well. “Parliamentary what?” “Oh, Robert’s Rules . . . . right. I think I’ve heard of that. Does anyone actually use that stuff anymore?” Well, actually . . . yes. Yes,...more

California Supreme Court Holds that Real Property Transfer Tax Can Apply to Transfers of Entities that Own California Real...

by Bryan Cave on

Under California law, there are two separate tax implications affecting California real estate transfers that result in a “change in ownership” of the real property - a property tax reassessment and a real property transfer...more

Ink stamps cancellation: what changes will business face? (Ukrainian)

by DLA Piper on

The most European countries have canceled the necessity of ink stamps for business entities in the 20th century yet. Are you interested in how the 'blue circles' usage will change after 19 July? Olga Vorozhbyt, Partner and...more

Amendments to the Russian Strategic Investments Law: Special Regulation for Transactions Involving Offshore Companies

by White & Case LLP on

On 1 July 2017, the Federal Law No. 155-FZ amending, inter alia, the Federal Law No. 57-FZ "On the Procedure for Making Foreign Investments in Business Entities of Strategic Importance to National Defense and State Security"...more

Reporting Burden Increased for UK’s People With Significant Control Regime

On June 26, 2017, The Information about People with Significant Control (Amendment) Regulations 2017 (PSC Amendment Regulations) and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer)...more

California Supreme Court Affirms Novel M&A Tax

by Allen Matkins on

Suppose Mr. Henry owns all of the outstanding shares of a Virginia corporation that owns all of the issued and outstanding shares of a Massachusetts corporation that owns, among other things, real property in Los Angeles,...more

Life insurance planning for the business owner

by Thompson Coburn LLP on

Life insurance is an effective tool that business owners can use to provide liquidity at their passing for both their businesses and their families. Having a properly drafted buy-sell agreement is key to avoiding conflict and...more

Selecting an Advisory Board – Do’s & Don’ts

by Gray Reed & McGraw on

Beginning as a part-time college job walking friends’ dogs, Cary Barker’s full time business now employs over 30 college students to walk neighborhood dogs and to deliver them for daily activities to and from his Barkingham...more

Legal and Tax Conversions: Changing Your Company Structure Without Changing Your Company

by Varnum LLP on

Do you remember talking with your co-founders, your attorney and your accountant about what type of entity you should choose for your new company? And all of that discussion about limited liability, governance structure,...more

Episode 1: Chris Mercer Interview on Marketability Discount: Part 1

by Farrell Fritz, P.C. on

The premiere episode of Business Divorce Roundtable starts out with a bang or, more accurately, Part One of a two-part interview with one of the nation’s leading business appraisers, Chris Mercer, discussing the controversy...more

Singapore Parliament Passes Key Legislation to Support Businesses and Regulatory Regime

by Morgan Lewis on

The legislative changes increase the transparency of ownership and control of business entities, improve ease of doing business, and allow for inward re-domiciliation....more

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

Lawyers: Give your clients a business entity checkup

by Thompson Coburn LLP on

As we prepare for perhaps another round of major tax law changes, you might want to consider the status of your clients’ legal postures. Making a client’s business structure more nimble or setting the stage to obtain outside...more

Client Alert: State Supreme Court Decision Creates Limited Tax Refund Opportunities

by Fraser Trebilcock on

Taxpayers who filed as, or were included as a member of, a unitary business group could qualify for a refund following a decision by the Michigan Court of Appeals that the Michigan Supreme Court chose to let stand on January...more

Russian Legislation Update: November 2016 - January 2017

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of November 2016 - January 2017. In this issue: - Corporate Relations - Anti-Corruption Practices - Banking - Procurement...more

Announcing Must-Have Treatise on Business Divorce Litigation

by Farrell Fritz, P.C. on

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

Family Law: Corporate and Trust Challenges to Service of Process and Jurisdiction

by Carlton Fields on

The president of a corporation, manager of a limited liability company, trustee of a family trust, or principal of another business entity receives a summons in a Florida divorce case. One spouse contends the other’s control,...more

Benefit Corporations May Expense Payments to Charities

by Morgan Lewis on

In a General Information Letter addressing the tax treatment of benefit corporations, the Internal Revenue Service (IRS) stated that a taxable benefit corporation may deduct payments to charities as business expenses (and...more

Fifth Circuit Affirms Order Compelling Arbitration Against Non-Signatories Based On “Intertwined Claims” Estoppel

by Carlton Fields on

A physician sued several healthcare entities for wrongful termination of employment, negligence, breach of contract, and tortious interference with at-will employment. While two of the defendants were signatories to...more

Antitrust-Related Recent Developments: Second Circuit Confirms Limited Nature of General Personal Jurisdiction

Following the Supreme Court’s 2014 decision in Daimler AG v. Bauman, several opinions from the United States Court of Appeals for the Second Circuit confirm the limited circumstances in which courts may exercise general...more

The Qualified Subchapter S Subsidiary Election – A Primer and Beyond

by Garvey Schubert Barer on

Mr. Brant’s article offers readers a broad overview of the QSub election and a review of the history surrounding its statutory creation. In addition, it provides a rather in-depth discussion of the QSub qualification...more

Loi Travail : Les nouvelles précisions en matière de transfert d’entreprise

by Proskauer Rose LLP on

Labour law: business transfer new information regarding - Five provisions of the Labour Law concerning the transfer of undertakings and are directly applicable since 10 August 2016....more

Investing Private Foundation Assets: What Every Foundation Manager Should Know

Those responsible for managing a private foundation’s investment assets may not always understand the unique fiduciary and tax constraints imposed on private foundations and their managers by both state and federal law....more

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