News & Analysis as of

Corporate Governance Internal Revenue Code (IRC)

PilieroMazza PLLC

Focus on S Corporations, Part 3: Tax Implications and Special Considerations in S Corp Acquisitions

PilieroMazza PLLC on

Acquiring a business can be a strategic move to grow, diversify, or compete in the market. Acquisition also involves significant tax implications that can affect the value and structure of the deal. Therefore, it is crucial...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Expands Scope of Private Letter Ruling Program for Spin-Offs and Other Corporate Transactions

On January 2, 2024, the Internal Revenue Service (IRS) released two revenue procedures updating the IRS guidelines for private letter ruling (PLR) requests, Revenue Procedure 2024-1 and Revenue Procedure 2024-3 (the 2024...more

Partridge Snow & Hahn LLP

The Corporate Transparency Act – Is Your Nonprofit Exempt?

Beginning on January 1, 2024, the vast majority of new and existing business entities will become subject to beneficial ownership information reporting requirements under the Corporate Transparency Act and its related rules...more

Farella Braun + Martel LLP

Steps for the Long-term Success of Your Brand & Business

Family wineries face certain common issues when it comes to succession planning, and there are steps you can take to help ensure the longevity and success of your brand and business. Step 1 – Develop a Plan - Benjamin...more

A&O Shearman

Tax Court Agrees Profits Interest Safe Harbor Should Apply to Tiered Partnership Structure

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On May 3, 2023, the Tax Court released a memorandum opinion in ES NPA Holding LLC v. Commissioner holding that the taxpayer’s indirect receipt of a profits interest in a lower-tier partnership qualified as a non-taxable event...more

Morrison & Foerster LLP

Preparing for the 2023 Proxy Season

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Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 2: Steps 9–15)

In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more

McAfee & Taft

Flexibility for Oklahoma nonprofit corporations

McAfee & Taft on

In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more

McDermott Will & Emery

Corporate Law & Goverance Update - January 2020

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Given evolving Delaware law, understanding the difference between “risk oversight” and “risk management” is an increasingly important board task. In the Marchand and Clovis decisions, the Delaware courts sent an important...more

Fenwick & West LLP

Fenwick’s Top 10: Our Most Popular Articles of 2019

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In 2019, we published analysis to help tech and life sciences companies navigate U.S. tax law changes, an evolving IP landscape and new privacy regulations such as the California Consumer Privacy Act. We also tracked venture...more

Pillsbury Winthrop Shaw Pittman LLP

Developments in Association Law 2018-2019

A review of key legal developments for nonprofit organizations at the federal and state levels in 2018 and 2019. Antitrust enforcement continues against nonprofits. ...more

Foley & Lardner LLP

All in the Family – Why Controlled Group Rules Matter

Foley & Lardner LLP on

It’s the time of year when we all gather around with our families and loved ones.  It’s also a good time to remember that your company may have its own family.  Forgetting about that family can spell trouble....more

Pillsbury Winthrop Shaw Pittman LLP

The IRS Issues 83(i) Guidance: Opportunity to “Opt Out”

IRS guidance on new law permitting income tax deferral for private company equity compensation awards provides clarity by introducing more rules. The Section 83(i) deferral opportunity is only available for awards granted...more

Allen Matkins

California Proposes To Base Tax Rate On Compensation Ratio

Allen Matkins on

The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios. As introduced by Senator Nancy Skinner, SB 1398 would establish the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Dorsey & Whitney LLP

Disclosure Implications of the Tax Cuts and Jobs Act

Dorsey & Whitney LLP on

As companies prepare their Form 10-K and proxy statement disclosures, they will be challenged with disclosing the impact of the Tax Cuts and Jobs Act on performance results for the purposes of financial reporting as well as...more

Allen Matkins

Consternation Over Congress' Elimination Of Outside Directors

Allen Matkins on

The "Tax Cuts and Jobs Act" is giving compensation committees and their advisors much to consider. Readers may recall that the limitation on a public company's ability to deduct compensation of specified officers did not...more

McDermott Will & Emery

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

WilmerHale

2016 IPO Report

WilmerHale on

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

Snell & Wilmer

ISS Issues FAQs on Equity Plan Scorecard

Snell & Wilmer on

As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans.  In a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

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