News & Analysis as of

Conversion

Court Affirms Sanctions Order Against Fiduciary Due To Discovery Abuses

by Winstead PC on

In Eng v. Kolbe, a mother sued her daughter for abusing a power of attorney document. No. 03-15-00409-CV, 2017 Tex. App. LEXIS 2680 (Tex. App.—Austin March 30, 2017). The daughter was assisting her aging parents with their...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

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

by Allen Matkins on

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more

Contract of Work for IUPK OP: A Tough Decision

by White & Case LLP on

The Indonesian government ("Government") has issued a number of regulations to implement its mining policy, including GR 1/of 2017. In moving towards a single Special Mining Permit Operation Production license (IUPK...more

Nazi-Looting and Forced Sales Support Jurisdiction—Guelph Treasure Ruling Analysis

by Sullivan & Worcester on

The decision on Friday to allow our clients’ claims to proceed against German and the Stiftung Preussischer Kulturbesitz for the restitution of the Guelph Treasure (or Welfenschatz) is ground-breaking in important respects,...more

When Life Imitates Art

– Will Caveats or “The Family Feud” Part 2 –  The North Carolina Court of Appeals continues to publish opinions in Will Caveat cases that could easily serve as a storyline from a daytime television series. One example...more

Federal Court Rejects Defend Trade Secrets Act Whistleblower Immunity Defense on a Motion to Dismiss and Orders Employee to Return...

by Seyfarth Shaw LLP on

This past Spring, we reported on the recently enacted Defend Trade Secrets Act (“DTSA”), which provides a new federal civil cause of action to trade secret owners seeking to pursue claims of trade secret misappropriation. ...more

T&E Litigation Newsletter - December 2016

by Goulston & Storrs PC on

The last several weeks have brought us two decisions in which issues of family law intersected with T&E issues. First, the decision in Heystek v. Duncan, Case No. 15-P-1201, 2016 Mass. App. Unpub. LEXIS 1113 (Nov. 21,...more

What Underlying Facts are Required to Assert a Valid CFAA Claim Based on “Exceeds Authorized Access” in Georgia?

by Seyfarth Shaw LLP on

The Computer Fraud and Abuse Act (“CFAA”) gives rise to an actionable claim if someone “knowingly access[es] a computer without authorization or exceed[s] authorized access.” 18 U.S.C. § 1030(a)(1). The term “exceeds...more

Burning Man Bus Not a Protected Work of Visual Art Under VARA

by McDermott Will & Emery on

The US Court of Appeals for the Ninth Circuit affirmed the judgment of a Nevada district court when it determined that the Visual Artists Rights Act (VARA) of the US Copyright Act did not apply to a used school bus that had...more

An Emerging Trend in Early-Stage Company Financing? – After Years of Growing Ubiquity of Convertible Notes, a Return to Priced...

by McCarter & English, LLP on

After years of increasing acceptance of and reliance on convertible note financings as a mechanism for funding early-stage companies, we have noted a clear emerging trend away from such transactions (and others like them,...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

If it Ain’t Broke?…Ninth Circuit Announces Curious Test of “Applied Art” Under VARA

by Sullivan & Worcester on

The Ninth Circuit has ruled against two artists in a long-running dispute about a hybrid school bus creation at Burning Man more than ten years ago, a “galleon” named La Contessa. In announcing a test that focuses on whether...more

Alert: Law Firms May Have Duty To Warn Clients of Possible Insurance Coverage

by Pullman & Comley, LLC on

A recent decision by a New York State Appellate Court has again reminded law firm risk managers of a possible law firm obligation to clients, especially those recently served with a lawsuit. The Court held that defense...more

Vanishing premiums part deux?

by Butler Snow LLP on

Those of you with gray hair like me may recall the life insurance vanishing premium lawsuits from the mid-1990s. As a refresher, that flood of lawsuits arose from life insurance policies sold in the 80s (mainly whole or...more

When Two Belts & Suspenders May Not Be Enough

by Faegre Baker Daniels on

Boston Children’s Hospital says that when it terminated a research fellow’s employment, he took the laptop he used in his work to a computer forensics company and had all the data, including data owned by the hospital,...more

Get Off My Cloud: “BYOC” Workplaces Pose Trade Secrets Risks

There’s been a lot of talk in recent years about “BYOD” (“Bring Your Own Device”) policies, which are becoming increasingly common in the workplace. Employees want the flexibility and ease that comes with being able to use a...more

Eleventh Circuit Affirms Jury Verdict Against Mortgage Servicer for Extreme and Outrageous Conduct

by Balch & Bingham LLP on

Following the Eleventh Circuit’s decision last month in McGinnis v. American Home Mortgage Servicing, Inc., No. 14-13404, mortgage servicers should be aware that failing to recognize and correct miscalculations of a...more

IRS Proposes Updates to Rules for Deemed Distributions of Stock and Stock Rights

On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more

Texas Court Holds That Law Firm is Immune From Liability to Claims by Non-Client

by Hinshaw & Culbertson LLP on

Highland Capital Management, LP v. Looper Reed & McGraw, P.C., 2016 WL 164528 (Tex. App. Jan. 14, 2016) Brief Summary - The Texas Court of Appeals held that the doctrine of attorney immunity barred an employer's...more

Technology and Life Sciences IPO Survey - 2015, Full Year

by Fenwick & West LLP on

This report analyzes key aspects of initial public offerings (IPOs) for 94 technology and life sciences companies that went public in 2015. Our IPO Survey was developed for clients, friends and others interested in...more

Unlocking the SAFE – An Alternative to Convertible Notes

by Foley & Lardner LLP on

With the increasing level of investment in emerging companies, entrepreneurs are being presented with a wider range of financing documents. One of the relatively newer financing instruments is the “SAFE” (simple agreement for...more

What Ever Happened To….The Pension Lawsuit Against CIGNA?

by Shipman & Goodwin LLP on

One of the cases I’ve covered on this blog since the beginning, was a lawsuit challenging CIGNA’s change from a traditional defined benefit plan to a cash balance plan. In plain English, it was basically (and I’m...more

Court Of Chancery Explains Partnership Distribution Rights And Power of GP

by Morris James LLP on

ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015) This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more

Restrictions on Condominium Conversions

Now that the recession is beginning to become a memory of the past, the demand for housing is on the rise, and with it is the explosive interest in the multifamily market. As more Americans are choosing to marry later and...more

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