Conversion

News & Analysis as of

The Well Operator Should Have Listened To My Mother

My mother used to give us good advice. For example: Don’t lie … do your homework. Sabella v. Appalachian Development Corporation agrees with my mother. Sabella bought minerals in 1997 under 66 acres in Warren...more

Structured Dismissals – How They Work Part I: Court Authority for an Alternative Ending

Over the past decade, debtors have increasingly used the protections of Chapter 11 to sell substantially all of their assets in sales under section 363 of the Bankruptcy Code. As a result, post-sale debtors frequently have...more

The Florida Revised Limited Liability Company Act Action may be required by Florida LLCs by December 31, 2014

In 2013, the Florida Legislature adopted the Revised Florida Limited Liability Act. The Revised LLC Act restates the Florida laws governing LLCs in an entirely new Chapter 605, which succeeds the prior LLC Act found in...more

Fiduciary Notice Obligations Associated with Change of Carriers

This case discusses the fiduciary obligation of plan administrators to inform participants in advance of ERISA’s statutory notice periods regarding the potential impact caused by a change of life insurance carrier under a...more

HUD provides guidance on relocation for public housing conversions under RAD

HUD recently released guidance on relocation requirements for Rental Assistance Demonstration (“RAD”) conversions of public housing and moderate rehabilitation projects....more

Court Refuses to Apply California or Texas Law to Putative Nationwide Class and Denies Renewed Motion for Class Certification

A California federal district court denied a renewed motion for certification of a nationwide class, holding that the application of California negligence and conversion law would violate the due process rights of...more

Tenant Opposition May Justify Rejection of Mobilehome Park Conversion Bid

If a mobilehome park owner proposes to convert the park from a tenant community into a resident-owned community, then pursuant to state law, a certain proportion of the residents in the park must give consent via tenant...more

The Other Kind Of Corporate Tax Inversion

Tax inversions have been much in the news lately. What is reported in the popular press is a trend to reincorporating a US company abroad for lower effective rates of tax on non-US source income. In the middle market, such...more

5 things to know about RAD

With HUD’s Rental Assistance Demonstration program in full swing and transactions moving through the RAD pipeline, it may be helpful to step back now and again to consider some points about RAD. Here are a few that have...more

The Bill Graham Show Goes On … and On - Graham-Sult v. Clainos

The U.S. Court of Appeals for the Ninth Circuit concluded that the federal district court erred in dismissing claims for copyright infringement, conversion and declaratory relief brought by the sons of the late concert...more

Motion to Strike Under Anti-SLAPP Statute Erroneously Granted in Connection With Conversion, Unjust Enrichment and Breach of...

A motion to strike under California’s anti-SLAPP statute was filed in response to a lawsuit initiated by beneficiaries against a trustee and executor of an estate. The United States Court of Appeals for the Ninth Circuit...more

Bank Obtains Dismissal Of Surviving Heir’s Reverse Mortgage Class Action

On January 3, the U.S. District Court for the Northern District of California dismissed with prejudice a putative class action alleging a bank breached its Home Equity Conversion Mortgage Deed of Trust and HUD regulations by...more

Start-Up Raising Capital? Some Common Features of Preferred Shares & Why Some Select Preferred Shares over Convertible Debt

When you start a business and want to attract your first round of financing, Preferred Shares is one product that can be offered to Investors. Many Founders have asked us to explain exactly what Preferred Shares are and...more

Ownership of Business-Related Social Media Accounts

Social media platforms have become an increasingly important means for companies to build and manage their brands and to interact with their customers, in many cases eclipsing companies’ traditional “.com” websites. Social...more

Gotham Insurance Company Finds Dark Knight

The United States District Court for the Middle District of Florida recently entered summary judgment in favor of Gotham Insurance Company (“Gotham”), finding no coverage for a substantial default judgment entered against its...more

There May Be Fifty Ways To Leave Your Lover, But In Nevada There Are Four Ways To Change A Corporation

There are only few days left until Nevada Day. See “Out by the Truckee’s Silvery Rills”. If you’re still looking for that special Nevada Day gift, nothing says “Happy Nevada Day” quite like a gift of Bishop & Zucker on...more

New Law Gives Local Agencies the Power to Reject Mobile Home Park Conversions

SB 510 Allows Cities and Counties to Reject Conversions When Opposed by Majority of Residents - Gov. Jerry Brown signed SB 510 into law, clarifying the Subdivision Map Act’s process for converting mobile home parks to...more

Alberta Court Of Appeal Reverses The Burden Of Proof For Employee Theft

The Alberta Court of Appeal recently considered and clarified the nature of the relationship between employers and the employees they entrust with handling funds. As a result of the decision in 581257 Alberta Ltd. v Aujla,...more

County Assessors Assume A Conversion Involves A Transfer, But Are They Correct?

When an entity converts into another business form, does a transfer occur? Many California Assessor’s offices seem to think so. Therefore, don’t be surprised if following a conversion you receive a notice threatening a...more

Tax Talk -- Volume 6, No. 2 -- July 2013

In This Issue: IRS Leaves Potential REIT Conversions Hanging; IRS Proposes to Relax Wash Sale Rules for Floating NAV Money Market Fund Share Redemptions; IRS Confirms Mexican Land Trust Is Not Trust Under U.S. Tax Law;...more

Blood, Money & the Duty to Defend

In Peerless Indemnity Insurance Company v. Phillips, No. H-12-1145 (S.D. Tex. Apr. 17, 2013), the United States District Court for the Southern District of Texas granted in part and denied in part the insurer’s motion for...more

AB 32 Update: Summary of the Basics of Transacting in Offsets Under AB 32

This Client Alert serves as an executive summary for a supplementary white paper, The Basics of Transacting in Offsets under AB 32, and will assist clients in addressing offset transaction risks. The white paper offers an...more

Missouri Court Rejects Attempt to Plead Conversion into Coverage through Negligence Counts

In Allen v. Cont’l W. Ins. Co., 2013 WL 1803476 (Mo. Ct. App. April 30, 2013), the Missouri Court of Appeals found that a Commercial General Liability (“CGL”) insurer had no duty to defend its insureds, a title loan company...more

Business Torts In Virginia

In late January, the United State District Court for the Eastern District of Virginia, sitting in Richmond, handed down an opinion that provided a succinct analysis of the pleading standards applicable to several Virginia...more

Hallmark Recoups Former Executive’s Severance Pay Seven Years after Separation Agreement

Seven years after entering into a separation agreement with one of its executives, Hallmark Cards, Inc. brought suit against the former employee, seeking a “full refund” of the $735,000 severance it paid her....more

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