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Proskauer Rose LLP

Private Credit Trends: Executive Compensation Considerations in Out-of-Court Restructurings - Insights

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Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading...more

BCLP

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

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The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

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As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Cooley LLP

Reflective Loss Principle: Sufficiently Settled for Summary Determination

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In its judgment in Burnford & Others v Automobile Association Developments Ltd, the Court of Appeal has provided a useful summary of the current status of the ‘reflective loss’ principle – the rule that shareholders cannot...more

McDermott Will & Emery

Value Investing Forum 2022: Maximizing Value for Stakeholders

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In this session, Stephanie McCann, Partner and Co-Head of McDermott’s Finance Practice Group, and Frank Steinherr, Partner and Co-Head of McDermott’s Private Equity Practice Group, hosted a discussion that explored strategies...more

Tonkon Torp LLP

Business Transition Planning In A Pandemic

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It is an open secret that many business owners, no matter how organized, regularly neglect an important task—developing their exit strategy. The right transition plan depends on the nature of the business and the...more

Farrell Fritz, P.C.

Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

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Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...more

McGuireWoods LLP

Financial Challenges Facing English Football Clubs During COVID-19

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With the football transfer window having closed on another round of multimillion-pound transfers, the perception continues that football is a sport awash with cash. However, as football plays on behind closed doors, one need...more

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Dismissal Section 14(a) Complaint For Failure to Plead Facts Demonstrating Alleged Omissions from Proxy...

In Heinze v. Tesco Corp., No. 19-20298, 2020 WL 4814094 (5th Cir. Aug. 19, 2020), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a putative class action suit under Section 14(a) of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Jones Day

Where to Go With "Go Shops" in Australian M&A?

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The Situation It was recently reported that an Australian proxy adviser had queried whether the directors of a substantial Australian Securities Exchange-listed ("ASX") target, DuluxGroup, should have negotiated a Go Shop...more

Foster Garvey PC

Decoding the Tax Cuts and Jobs Act – Part V: Changes to IRC §163(j) and the Business Interest Deduction Rules

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“Neither a borrower nor a lender be...” or at least, if you insist on borrowing (and we understand the appeal), we are here to help you stay abreast of the new rules on deducting interest. BACKGROUND/PRIOR LAW - Interest...more

Holland & Knight LLP

Main Effects of U.S. Tax Reform on Foreign Taxpayers

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President Donald Trump signed the U.S. tax reform bill previously entitled the Tax Cuts and Jobs Act into law on December 22, 2017, enacting comprehensive U.S. tax reform with most provisions becoming effective starting on...more

A&O Shearman

House Passes Tax Cuts and Jobs Act: How the Senate Proposal Compares

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On November 2, 2017, the House Ways and Means Committee (the “House Committee”) released its plan for comprehensive tax reform: the “Tax Cuts and Jobs Act of 2017” (H.R. 1) (the “House Bill”). Following a week of hearings,...more

Jones Day

House of Representatives Releases First Draft of Tax Reform Bill

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The Situation: On November 2, 2017, the House Ways and Means Committee released its first draft of much-anticipated comprehensive U.S. tax reform legislation as the "Tax Cuts and Jobs Act." Chairman Brady’s markup of the bill...more

Proskauer - Tax Talks

The Tax Cuts and Jobs Act

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Today, the Republicans in the U.S. House of Representatives released their long-anticipated tax reform bill, entitled the “Tax Cuts and Jobs Act”. While there have been multiple statements from the Republican majority in the...more

Proskauer Rose LLP

Tax Round Up - April 2017

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Welcome to the Tax Round Up, the first edition of what will be a regular bulletin highlighting the latest tax developments relevant to UK companies and asset managers. We plan to produce this monthly with the next one in...more

Cooley LLP

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

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Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

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