News & Analysis as of

Shareholders Corporate Conversions

Foster Garvey PC

A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary: Part X – Converting a...

Foster Garvey PC on

When considering converting a C corporation to an S corporation, tax advisers and taxpayers need to pay careful attention to the many perils that exist. Failure to pay close attention to the road in this area could result in...more

Allen Matkins

Can A Derivative Suit Survive Conversion?

Allen Matkins on

In Palkon v. Maffei, 2024 WL 678204 (Del. Ch. Feb. 20, 2024), the plaintiffs sought to enjoin the proposed conversions of TripAdvisor, Inc. and  Liberty TripAdvisor Holdings, Inc. into Nevada.  As noted in this post, Vice...more

Jones Day

Court of Chancery Applies Entire Fairness Standard to Conversion of Delaware Corporation to Nevada Corporation

Jones Day on

TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had...more

Lowenstein Sandler LLP

The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

Lowenstein Sandler LLP on

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations. The delay...more

Rivkin Radler LLP

Pre-Consolidation Conversions in the Accounting World – Tax Considerations

Rivkin Radler LLP on

Another Change- Last week BDO confirmed that it was going to convert from an entity organized as a limited liability partnership under state law to one organized as a corporation. With that, BDO became the latest in a...more

Bradley Arant Boult Cummings LLP

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

Morris James LLP

Court Of Chancery Explains Conspiracy Jurisdiction

Morris James LLP on

Perry v. Neupert, C.A. 2017-0290-VCL (December 6, 2017) - The conspiracy theory of jurisdiction developed in the Istituto Bancario decision is often misunderstood, for good reasons....more

Bilzin Sumberg

Retroactive Tax Planning

Bilzin Sumberg on

Converting Subpart F Income into Qualified Dividends - U.S. shareholders of foreign corporations are generally not subject to tax on the earnings of such corporations until the earnings are repatriated to the...more

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