Preserving Deferred Tax Assets in a Capital Raise
Taxpayers looking to utilize net operating loss (NOLs) among other attributes and excess interest carryovers need to know the rules that could limit or eliminate them, including Section 382. Section 382 requires a corporation...more
You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more
SEC Charges Trust Company with Operating Unregistered Investment Companies and Failing to Register Securities Offerings. On September 30, the Securities and Exchange Commission (SEC) announced it had settled charges with...more
Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more
Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more
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
On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more
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