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Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more

Your daily dose of financial news - The Brief – 9.27.16

We learned yesterday that Twitter’s shopping itself around for a buyer. It’s facing one big complication, though—the sizeable amount of stock Twitter has doled out to its employees over the years. Last year, for example,...more

Blockchain and Public Securities: Shedding Light on 'Going Dark'

The application of blockchain technology to the securities market could prove to be a game changer by adding transparency, reducing costs and speeding up settlements. Initially known as the technology underlying the...more

Seventh Circuit Rejects Dudenhoeffer Applicability to Privately Held Stock - Decision Clarifies Burden to Plead ERISA Section 406...

The U.S. Court of Appeals for the Seventh Circuit's Aug. 25, 2016, decision in Allen v. GreatBanc Trust Co., No. 15-3569, made it the first court in a published opinion to expressly reject Fifth Third Bancorp v....more

New FAQs Clarify Shareholder Approval Rules For Stock-For-Tax Withholding

It has been close to a decade since the New York Stock Exchange (NYSE) last updated its set of frequently asked questions (FAQs) regarding equity compensation plans. On August 18, 2016, the NYSE released updated FAQs and,...more

Proposed Bayer-Monsanto merger presents a charitable planning opportunity

The announcement of the Bayer-Monsanto transaction gives shareholders a great opportunity to think about taxes and charitable planning options. Shareholders have seen a $10-$15/share bump since May, and the current...more

Your daily dose of financial news - The Brief – 9.13.16

In a closely watched and dissected speech yesterday, Federal Reserve governor Lael Brainard told the crowd gathered at the Chicago Council on Global Affairs that she favored “prudence” in raising rates despite recent signs of...more

The Charging Order – How The Nevada Secretary Of State Doesn’t Get It Quite Right

In 2007, Nevada imposed an interesting limitation, the charging order, on the ability of creditors to foreclose on shares of closely-held Nevada corporations. Here’s how the Nevada Secretary of State’s website describes the...more

Introduction of the Empowering Employees through Stock Ownership (EESO) Act

On July 12, 2016, the Empowering Employees through Stock Ownership (EESO) Act (S. 3152) was introduced to the U.S. Senate by Sens. Mark R. Warner (D-VA) and Dean Heller (R-NV). The Act is intended to make it easier for...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

Taking stock: Going public in volatile times

The third report in our Deal Dimensions series, written in collaboration with Mergermarket and launched today, reveals that a wave of IPOs could hit the global markets within the next 12 months. The study of senior executives...more

SEC’s Proposed Amendments to Broker-Dealers’ Order Routing Disclosures

The U.S. Securities and Exchange Commission (SEC) has published proposed amendments to Rule 606 under Regulation NMS of the Securities Exchange Act of 1934 (Exchange Act), which would require broker-dealers to disclose...more

Your daily dose of financial news - The Brief – 9.6.16

Dealbook gives us the story of Airgas, where founder Peter McCausland’s reticence to sell (despite serious shareholder pressure) resulted in a $5 billion windfall rather than the all-too-often result of a later sale for...more

IRS Finalizes Regulations Simplifying 83(b) Filing Requirements

On July 23rd of last year, I blogged on a set of proposed regulations eliminating the requirement that a taxpayer attach a copy of his or her Section 83(b) election to their individual tax return. This July, the IRS made the...more

HSR 2015 Annual Report: Filings Up, Second Requests Down and ESO/RSU Implications

The Hart-Scott-Rodino Annual Report Fiscal Year 2015, published by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust...more

Owners of Family Controlled Entities Must Act Quickly in Light of New IRS Regulations Attacking Valuation Planning

Chapter 14 of the Internal Revenue Code consists of four Code Sections (Sections 2701 – 2704) designed to close valuation loopholes. Prior to Congress’s enactment of Chapter 14 in 1990, estate planners had a host of tools...more

Your daily dose of financial news - The Brief – 8.15.16

More details have emerged from the February cyberheist that resulted in the theft of more than $81 million from Bangladesh’s account at the NY Fed, including a pretty significant lack of critical concern from the bank itself....more

Review of Section 409A Proposed Regulations

On June 22, 2016, the Internal Revenue Service (IRS) issued proposed changes to the regulations under the Internal Revenue Code (Code) §409A. The Code intends to clarify or modify a wide range of very restrictive rules...more

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

New Rules on Section 83(b) Elections

Prior to a recent change, in order for a Section 83(b) election to be effective, the taxpayer had to: - File the Section 83(b) election within 30 days of the receipt of restricted property (typically, restricted stock)...more

Executrix Held Liable Under Federal Claims Statute For Actions Taken Prior to Appointment as Executrix

A decedent died while owing over $340,000 in unpaid federal income tax liabilities. His estate was insolvent. The assets of his estate consisted almost entirely of a 100% interest in one corporation and 50% of another...more

Your daily dose of financial news - The Brief – 8.1.16

And just like that, Uber’s ride-hailing war in China is over (for now, at least). Uber has agreed to sell Uber China to rival Didi Chuxing [though maintaining a 20% stake in the new company], creating a new company worth an...more

IRS Provides Guidance for Making an 83(b) Election

On July 25, 2016, in T.D. 9779, the IRS published final regulations concerning the procedures for making an election under section 83(b) of the Code. The new final regulation, Treas. Reg. §1.83-2, eliminates the requirement...more

Treasury Removes a Reporting Trap for Section 83(b) Elections

Taxpayers who receive property as payment for performing services are generally taxable on the value of the property received in the year of receipt. Section 83 may allow such taxation to be deferred when the property...more

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

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