Illinois Attorney General Kwame Raoul announced that Illinois has joined an $82.5 million proposed antitrust settlement with Varsity Brands (Varsity). As a result, Illinois consumers who paid to participate in Varsity Brands’...more
As value-based care (VBC) models continue to grow across our nation’s health system and specifically within different specialties like nephrology, the costs and challenges of maintaining these models continue to rise. In...more
Spin-offs have become increasingly popular with innovative companies as a method of unlocking shareholder value, but the transaction is not always tax-free, particularly for international employees holding equity awards or...more
Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month. ...more
The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers...more
Earlier this month, the IRS released Revenue Procedure 2024-24, which sets forth new requirements for requests for private letter rulings ("PLRs") on corporate spin-off and split-off transactions. (Both spin-offs...more
Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
3M recently completed the spinoff of its healthcare technology business as the new standalone public company, Solventum Corporation. Solventum has an IP portfolio with over 7,300 patents globally....more
Over the last three months, public statements by U.S. Treasury and Internal Revenue Service officials have suggested that they are in the process of significantly revising the rules governing tax-free spin-offs, split-offs...more
The Equal Employment Opportunity Commission has required filing of the EEO-1 Report since 1966. Generally, all private employers with 100 or more employees must file the EEO-1 Report on an annual basis. Additionally, prime...more
NY non-compete ban still receiving pushback as Governor waits to sign off - While NY Governor Kathy Hochul waits to sign off on one of the country’s toughest bans on non-compete agreements, many lobby groups from the...more
Benesch: MN ban on non-compete agreements includes carveout for business sale, dissolution - Benesch Law notes the bill only awaits the signature of MN’s Governor and could become law as early as July 1. It would prevent...more
On November 18, 2022, the Internal Revenue Service (IRS) published private letter ruling 202246008 (the PLR), which concluded that a transaction qualifies as a tax-free spin-off under Section 3552 despite the fact that the...more
In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we...more
On October 19, 2022, the Antitrust Division of the Department of Justice (“DOJ”) issued a press release heralding the resignation of seven directors from ten companies’ boards of directors in response to the government’s...more
The 3M Company announced on July 26th that it will spin off its health care business into a separate, publicly-traded company. The health care business will focus on wound care, oral care, healthcare IT, and biopharma...more
Corporate reorganizations and spin-off transactions are transactions where there is often a great deal of incentive to qualify for tax-free treatment. In many cases, the amount of tax at issue justifies obtaining a private...more
Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more
On January 14, 2022, the Internal Revenue Service ("IRS") released Revenue Procedure 2022-10, which establishes a "fast-track processing" pilot program for certain private letter ruling requests that are solely or primarily...more
Yesterday, on December 19, 2021, Senator Joe Manchin (D., W.Va.) said that he opposes the Build Back Better Act, which effectively prevents its passage. While there are no immediate prospects for the Build Back Better Act to...more
Brief commentary on recent cases, rulings, notices, and related federal tax guidance as of December 14, 2021. U.S. Agreements Expand Potential Tax Credits for Digital Service Taxes - The global tax landscape is...more
The Cadwalader Tax team has prepared a case study summarizing General Electric’s recently announced plans to split into three publicly traded companies through sequenced tax-free spin-off transactions. ...more
Regulations frequently change as Congress adopts new policies and the IRS issues new or revised regulations implementing those policy changes. Tax elections based on existing law cannot be revoked if later regulatory changes...more