News & Analysis as of

Change of Ownership

California Supreme Court Decision Changes the Transfer Tax World

In 926 North Ardmore Avenue LLC v. County of Los Angeles, the California Supreme Court concluded that, subject to certain limitations, California’s Documentary Transfer Tax Act (the California DTTA), applicable to direct...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

Preserving Deferred Tax Assets in a Capital Raise

by Bryan Cave on

Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

Can I Leave My Family Business to a Minor Child?

Let’s say you have a thriving family business that you have built through your own hard efforts during your lifetime. You are raising your minor child to see the value of the business and to be entrepreneurial, and you want...more

Transferability Provisions

When drafting governing agreements (“agreements”) for a corporation, partnership or LLC, provisions addressing the transfer of ownership interests (“interests”) are often not given the attention they deserve....more

Mississippi CON Report

Certificates of Need Approved and Staff Recommendations – March 2017 - 1. CON – Final Orders - a. CON Review Number: C-CO-0217-003 – Hattiesburg Clinic, Professional Association – Cost Overrun to CON #R-0897 (CON...more

Australian Government proposes to increase access to tax losses through the introduction of the similar business test

by DLA Piper on

On 30 March 2017, the Federal Government released the Treasury Laws Amendment (2017 Enterprise Incentives No 1) Bill 2017. The Bill introduces the "similar business test" to supplement the existing "same business test"....more

Business Planning Alert: "Selling a Business? Pay Attention to Your Confidentiality Agreement"

by Porter Hedges LLP on

Selling a business can be a momentous event. The process used to do so should accordingly be carefully considered and implemented. An early step in the process should be to obtain appropriate confidentiality agreements from...more

Updates on Public Company GMS and shareholders reporting

by White & Case LLP on

On March 14, 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two regulations impacting voting rights at a General Meeting of Shareholders of Public Companies ("GMS") and transparency...more

Massachusetts Determination of Need Program – Final Regulations

The Massachusetts Department of Public Health (DPH) Determination of Need (DoN) Program has promulgated final DoN regulations (shown here compared against the draft revisions.) Approved by the Massachusetts Public Health...more

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...

by Pepper Hamilton LLP on

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

by Dentons on

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

by McDermott Will & Emery on

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

by Pepper Hamilton LLP on

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

by Bryan Cave on

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

by Brooks Pierce on

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

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