Change of Ownership

News & Analysis as of

Did San Francisco Eliminate its Transfer Tax Exception for Certain Gifts?

It seems that San Francisco may have just partially removed its exception from transfer tax that applied to gifts, but the Office of the Assessor-Recorder may not be aware. As a bit of background, transfer tax applies to...more

Mississippi CON Report

Certificates of Need Approved and Staff Recommendations – December 2016 - 1. CON – Final Orders - a. CON Review Number: HG-A-0715-015 – Singing River Health System d/b/a Singing River Hospital – Amendment and Cost...more

Mississippi CON Report

Certificates of Need Approved and Staff Recommendations –November 2016. 1. CON – Final Orders - None - 2. CON – Staff Analysis - a. CON Review Number: HG-NIS-0816-015 – Choctaw Regional Medical Center –...more

Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate...

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more

Alberta’s Workers’ Compensation Appeals Commission frees purchaser of the poor WCB record of the company it acquired

In this case, a public company (Newco) had purchased the assets and undertaking of a business (Oldco) as part of a larger national transaction.  Newco then carried on the business under a new name and a new corporate...more

Ohio Purchasers May Unwittingly Assume Seller’s Workers’ Compensation History

An issue of great importance that many corporate attorneys neglect to properly address in finalizing an acquisition, asset purchase or merger is the seller’s workers’ compensation history. If the buyer is going to remain in...more

Stricter Rules for Patent Assignments in Europe

Many patent offices, including the USPTO, will record a transfer of rights on the basis of a document that has been signed only by the assignor. The European Patent Office (EPO) has traditionally followed the same practice,...more

Massachusetts Determination of Need Proposal Would Implement State Health Policy Initiatives in Updating DoN Regulations

On September 21, the Massachusetts Department of Public Health conducted the first of two public hearings on proposed changes to the Determination of Need (DoN) regulations. The Proposal would implement significant changes...more

The Board of Pharmacy’s 40 Hour Rule is Dead! Long live the 20 Hour Rule! Community Pharmacy Ownership Rule Change Creates new...

The Florida Board of Pharmacy (BOP) recently amended the rules regarding community pharmacy hours of operation to reduce required daily operating hours from 40 to 20 hours per week. As before, the hours have to be posted and...more

Changes Coming to the Long-Term Tax Exempt Rate Used in Calculating Section 382 Limitations - Tax Update Volume 2016, Issue 1

Changes to the formula for determining the long-term tax-exempt rate used in a section 382 limitation calculation after a company undergoes an ownership change may lower the amount of net operating losses the company can use...more

Mississippi CON Report

I. Mississippi Certificate of Need Meetings During January 2016 - During the January 28, 2016, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis...more

Supervisory “Concerns” with Shareholder Protection Arrangements

In December 2015 (following years of sporadic and seemingly random criticism) of shareholder protection arrangements, the Board of Governors of the Federal Reserve System issued guidance that the Federal Reserve “may” object...more

The Best of Intentions: Letters of Intent in the Sale of a Business

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

Mississippi CON Report

I. Mississippi Certificate of Need Meetings During November and December 2015 - No Certificate of Need meetings were held during November and December 2015. The next Certificate of Need meeting is scheduled for January...more

Using A Rights Plan to Protect Your NOL Assets

Traditional rights plans are adopted to protect companies against hostile takeover actions. However, in the current distressed environment, where energy stock prices have plunged and many companies have incurred significant...more

Keeping the “Family” in Family Business: Succession of Ownership Does Not Always Mean Succession of Control and Income

As family business owners often are advised, business succession planning should include some form of estate planning. This advice is especially true when an owner wishes to transfer a business to future generations by gift...more

IRS Releases January 2016 Interest Rates

The 7520 rate for January 2016 will increase to 2.2%. The January 2016 Applicable Federal Interest Rates can be found... Section 1274.-- Determination of Issue Price in the Case of Certain Debt Instruments Issued...more

Federal Court Requires “Meeting of the Minds” To Enforce Arbitration Agreement Included in Employment Application

Last month, a federal court in Maryland denied an employer’s motion to compel arbitration even though the plaintiff executed an arbitration agreement the employer had included in the plaintiff’s employment application. The...more

Mississippi CON Report

I. September 2015 – Mississippi Certificate of Need Meeting - During the September 24, 2015, Certificate of Need meeting, Dr. Mary Currier, State Health Officer, concurred with the health and planning staff analysis...more

Protecting Company Relationships and Information Upon an Employee Departure

Learn how your company can prepare to act quickly and strategically to protect important relationships, information and trade secrets at the time that a key employee leaves. This webinar will review the latest developments in...more

New Rhode Island Acquired Real Estate Company Conveyance Tax Leaves Many Unanswered Questions

Effective July 1, 2015, Rhode Island now imposes a realty conveyance tax on the transfer of controlling interests in a “real estate company,” in addition to any other state taxes. Under prior law, if a person or business...more

Massachusetts Proposes New Rules for Nursing Home Sales and Closures

Massachusetts regulators recently announced new rules that, if adopted, will change the requirements for nursing home sales and closures in the state. The proposed new rules require nursing home owners intending to sell a...more

Buying and Selling Your HUD-Financed Long Term Care Project: Navigating the TPA Process

So you have refinanced your long term care facility with Federal Housing Authority (FHA)-insured financing – a nonrecourse, 30-year (or longer) loan at an amazingly low fixed interest rate. Yes, the process may have been...more

Del. Justices Reverse Injunction Halting Sale of Control Transaction

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Monster Bites Back, Accuses Beats of Monstrous Scam

It’s a monster movie cliché – near the end, when the monster is “dead,” the dust is settling and the heroes are patting each other on the back, the monster rises from the dead and goes on one more rampage before it expires....more

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