Change of Ownership

News & Analysis as of

Hotel Reassessment Invalid When LLC Owning Hotel Sells 100 Percent Membership Interest But No Person Or Legal Entity Obtains More...

The rule set out in California Code of Regulations Title 18 Section 462.180(d)(1)(B) provides there is a change in the ownership of real property owned by an LLC, "when any corporation, partnership, LLC, or any person… obtain...more

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

Change in Legal Title From Joint Tenancy to Tenancy in Common was a Change of Ownership Within the Meaning of Proposition 13

A taxpayer challenged a county assessor’s reassessment of real property after the taxpayer transferred his joint tenancy interest to himself as a tenant in common. A court of appeal held that the property was subject to...more

CMS Policy Memorandum Clarifies Disincentives to Buyer’s Rejection of Seller’s Medicare Agreement

In a September 6, 2013, policy memorandum, effective immediately, the Centers for Medicare & Medicaid Services (CMS) detailed its policy ensuring that providers that choose to reject assignment of the seller’s Medicare...more

2013 Nevada Business Entities Law Update

The 77th Nevada Legislature has adopted several amendments to Nevada’s business statutes affecting Nevada corporations and limited liability companies (LLCs). The amendments to Nevada Revised Statutes (NRS) Chapter 78...more

Does A Board Need To Put A “For Sale” Sign On The Company When Considering A Change-Of-Control Transaction?

When a board of directors decides to enter the company into a change-of-control transaction, the board is charged with the duty to act reasonably to secure the best value reasonably attainable for its shareholders....more

CON Law Amendments Ease Change of Ownership Transactions

This month, Alabama Governor Robert Bentley signed into law key revisions to the state’s Certificate of Need (CON) Laws that clarify and, we believe, will facilitate change of ownership transactions among health care...more

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