News & Analysis as of

Equity

FERC Holds Certain Passive Equity Interests in Public Utilities Are “Non-Voting Securities” for Purposes of Section 203 of the...

On October 4, 2017, in a decision with significant implications for the energy project finance community, the Federal Energy Regulatory Commission (FERC or the “Commission”) granted a petition for declaratory order filed by...more

SEC Chairman Testifies About SEC’s Direction And 2016 Cyberattack

On September 26, 2017, SEC Chairman Jay Clayton testified before the Senate’s Banking, Housing and Urban Affairs Committee regarding the direction of the SEC under his Chairmanship. He also took the opportunity to address the...more

Funds Talk: September 2017 - Buyer and Seller Considerations in Asset Management M&A Transactions

By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more

The Distinction Between Partnership Debt and Partnership Equity

by White & Case LLP on

Insights and strategies in a rapidly changing area for taxpayers who want to be characterized as partners for tax purposes but want an investment that economically is very close to debt. Much ink has been spilled on the...more

IRS Rejects Investors' Claim for Refined Coal Credits in Technical Advice

by King & Spalding on

In Technical Advice Memorandum 2017-29-020 (July 21, 2017) (the “TAM”), the IRS denied claims by two tax equity investors (the “Investors” or each an “Investor”) for renewable energy tax credits on grounds that the...more

Recent Bankruptcy Decision from the Western District of Wisconsin Discusses Negative Equity, Car Loans, and the Chapter 13 Cram...

by Ruder Ware on

A quick introduction for those of you who are not bankruptcy nerds. For certain types of collateral, Chapter 13 allows a Debtor to reduce a secured creditor’s claim down to the value of the collateral. This is called “cram...more

SCOTUS to Settle Circuit Split on Rule Applicable to Recharacterization of Debt to Equity Disputes

The Supreme Court has granted certiorari to decide the question of whether bankruptcy courts should apply state law or a federal rule of decision when determining whether to recharacterize a debt claim as a capital...more

Committee Recommendations for U.S. Public Equity Markets

The Committee on Capital Markets Regulation released a report setting forth certain recommendations that are intended to revive the public equity markets. The report cites certain statistics regarding equity capital markets...more

TechConnect - Your Law Firm Link to Industry News - March 2017

by Mintz Levin on

Happy spring! This issue includes two articles that challenge conventional thinking. The first, called “Software is Still Patent Eligible,” makes the case that software patents can still be obtained. IP generally accretes in...more

Equitable or Equity Committees: Lessons from Recent Cases

by Morrison & Foerster LLP on

The second half of 2016 saw a surge in the number of requests to form official equity committees, especially in commodity-related restructurings. This most recent restructuring cycle began in August 2015 and remains active....more

PIPE Transactions

In a year of significant volatility, it is not surprising that there was increased reliance on PIPE (private investment in public equity) transactions. Traditionally, PIPE transactions have provided a useful capital-raising...more

Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate...

by Pepper Hamilton LLP on

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more

Russia: Possible Foreign Ownership Restrictions on Online Video Services

by Morgan Lewis on

Russia is considering new restrictions on foreign ownership and control of online video services, similar to the rules recently imposed on “mass media” such as television, radio, and publications....more

Who Will Be Income Partners in the Future?

by LawVision Group LLC on

In July, I wrote a blog entitled Who Will Be the Owners of Law Firms in the Future. My goal at that time was to start to share my prognostications on where the business of law is going and what the law firm of the future will...more

Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

Qualified Equity - Allocation & Accounting Rules for Private Business Use - New Treasury Regulations regarding measurement and allocation of private business use (PBU) benefit universities that finance a...more

Stock Acquisitions Checklist

by Alston & Bird on

On October 22, 2016, the Treasury finalized the debt/equity regulations under Section 385 it had proposed in April. The 517-page package can daunt even the most motivated readers. “Expanded groups” (EG) that know they will be...more

IRS Issues Final and Temporary Debt-Equity Regulations Under Section 385

by Proskauer Rose LLP on

On October 13, 2016, the Treasury Department and the Internal Revenue Service issued final and temporary regulations under section 385. The final and temporary regulations recharacterize certain debt instruments as equity for...more

Section 385 Regulations Issued - Not as Harsh as The Proposed Regulations

by Charles (Chuck) Rubin on

Earlier this year, the IRS issued proposed regulations on the conversion of purported related party debt to equity. The IRS has now issued temporary and final regulations on the subject....more

Commercial Restructuring & Bankruptcy Alert - October 2016

by Reed Smith on

Welcome to the October 2016 issue of the CR&B Alert, the newsletter produced by Reed Smith's Commercial Restructuring & Bankruptcy Group. Excerpt from newsletter: DELAWARE AND NEW YORK AT ODDS OVER RECLAMATION...more

Pleading Tortious Interference With Prospective Business Relations Claim

by Morris James LLP on

The Delaware Court of Chancery's recent decision in Chapter 7 Trustee Constantino Flores v. Strauss Water, C.A. No. 11141-VCS (Del. Ch. Sept. 22), covers many familiar aspects of Delaware law, such as the importance of...more

Direct-to-Consumer Equity Offerings: Are Loyal Customers Happy Shareholders?

by Morrison & Foerster LLP on

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention...more

IRS Wins Debt vs. Equity Case

by Charles (Chuck) Rubin on

A frequent area of dispute between taxpayers and the IRS is whether an indebtedness obligation should be treated as debt, or an equity investment, for income tax purposes. Taxpayers often seek debt treatment to obtain...more

Don't Make Founders' Equity Even

by WilmerHale on

Sometimes I think about replacing the table in my office with a sofa and a box of tissues. I’m a lawyer, but sometimes I feel like a therapist. When startup founders sit down with me to hash out equity splits and trust and...more

New European Legislation Creating Headaches (and Opportunities) for Borrowers

by Foley & Lardner LLP on

New legislation gives European regulators the power to write-down, change the terms of, cancel, and convert into equity the liabilities (including loan commitments) of troubled European lenders. New credit agreements...more

SALT Implications of Proposed Section 385 Debt/Equity Regulations

by McDermott Will & Emery on

Determining the difference between debt and equity is a problem that has bedeviled taxpayers and tax administrators for decades. Taxpayers, recognizing that there are tax advantages to financing a corporation with debt (e.g.,...more

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