Stocks

N.Y. ALJ Holds Taxpayer’s Motives for Acquiring Stock and How Stock Is Used Irrelevant in Determining Investment Capital

by Lindsay LaCava, Arthur R. Rosen | McDermott Will & Emery on 5/22/2013

A New York administrative law judge recently held in Matter of C.V. Starr & Co., Inc. that income received by a taxpayer from its ownership of common stock was investment income. In so holding, the ALJ addressed an important...more

SEC Considering More Stringent Requirements For Cybersecurity Disclosures In The Wake Of Stock Manipulating Hacking Case

by Josh Deitz, Stephen Knaster, Katherine Lubin | Orrick - Securities Litigation and Regulatory... on 5/21/2013

Following up on clues earlier this year that the SEC may increase its scrutiny of cybersecurity disclosures, SEC Chairman Mary Jo White has asked the Commission to evaluate current guidance for cybersecurity disclosures and...more

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

by Wilson Sonsini Goodrich & Rosati on 5/16/2013

On May 10, 2013, the Internal Revenue Service (IRS) and Treasury Department released the long-awaited final regulations under Section 336(e) of the Internal Revenue Code, treating certain sales, exchanges, and distributions...more

At Last: Final Regulations Issued Under Section 336(e)

by Dennis Allen, Robert S. Chase II, Reginald Clark, Jeffrey Mace, Daniel McKeithen, Michael Miles, William Pauls, David Roby, Jr., Christopher Schoen, William Sheumaker, Carol Tello, more +H. Karl Zeswitz, Jr. | Sutherland Asbill & Brennan LLP on 5/14/2013

In a move that was nearly 27 years in the making, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued long-awaited final regulations under §336(e) (the Final Regulations) on May 10. Section 336(e)...more

Basics Of Stock Redemptions

by David Gair | Looper Reed & McGraw, P.C. on 5/10/2013

Closely held corporations often have issues come up about succession planning and also about how to structure transactions in the most tax advantageous way possible. Corporate redemption of a shareholders stock is always...more

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 5/8/2013

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Divorce Attorney For Financial Advisors And Stockbrokers

by Joseph Russell, Jr. | Wilentz, Goldman & Spitzer P.A. on 5/7/2013

Stockbrokers and financial advisors going through a divorce often face non-routine issues due to the unique nature of their compensation. It is important for a financial advisor, and likewise, his or her spouse, to retain a...more

Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock [Video]

by Bloomberg Law on 5/1/2013

May 2 (Bloomberg Law) -- Eastman Kodak Co. filed a Chapter 11 plan that cratered the stock and bumped up the unsecured notes, although the plan may be revised to pay off second-lien debt fully in cash, as Bloomberg Law's Lee...more

Sutherland SALT Shaker: April 2013 Digest

by Mary Alexander, Andrew Appleby, Zachary Atkins, Madison Barnett, Todd Betor, Scott Booth, Christopher Chang, Timothy Gustafson, Saabir Kapoor, Jessica Kerner, Shane Lord, Pilar Mata, more +Suzanne Palms, Kathryn Pittman, David Pope, Maria Todorova, Jack Trachtenberg, Prentiss Willson | Sutherland Asbill & Brennan LLP on 5/1/2013

In this issue: - California Court of Appeal: No Man May Profit From His Own Wrongdoing in a Court of Justice - The (True) Object of My Affection: A Nontaxable Stock Screening Service - Alternate Universe...more

A Story of Stock, Security and Simplicity Sacrificed Under French Law

by Brice Mathieu, Anker Sorensen, Andrew Tetley | Reed Smith on 4/25/2013

Introduction - In matters of security over personal property, France for a long time had a complex system of general and particular regimes. It had been hoped that legislative reform in this area, brought about by a...more

A Cautionary Tale Under Code § 409A: Case Evidences IRS' Willingness To Seek 409A Penalties For Discount Options

by Janet Lowder | Womble Carlyle Sandridge & Rice, PLLC on 4/22/2013

The United States Court of Federal Claims recently issued an opinion confirming that § 409A of the Internal Revenue Code of 1986 applies in the context of discount stock options. The case, Sutardja v. United States, is one of...more

Ten Tips for Negotiating a Stock Purchase Agreement

by The R. Bernard Law Group on 4/22/2013

A stock purchase agreement is the main transaction document for a stock acquisition. It governs the transfer of title and sale of shares of a corporation’s stock to the purchaser. The document sets forth the critical details...more

Quarterly Investment Update – 1st Quarter 2013

by Perkins Coie on 4/19/2013

Stock Market Commentary - Renewed monetary support by the Federal Reserve and dissipation of fear over tax hikes drove U.S. equity markets to record levels in the first quarter. The S&P 500 rose 10.6%, closing the...more

What is an 83(b) election and how and when should I make one?

by The R. Bernard Law Group on 4/15/2013

When an employee or service provider receives stock that is subject to vesting, they should immediately consider how that stock might be treated under Section 83 of the Internal Revenue Code. Stock grants subject to Section...more

Maximizing The Value Of Your Business For Your Heirs

by Pepper Hamilton LLP on 4/8/2013

One of the most difficult issues facing the owner of any successful business is how the business, or the personal wealth that it represents, can be preserved for the benefit of his or her family after death. While it is...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

The Season for ESOP Valuation Updates

by Caryn McNeill | Smith, Anderson, Blount, Dorsett, Mitchell &... on 4/4/2013

“In the spring a young man’s fancy lightly turns to thoughts of … [ESOP updates]?” With apologies to Tennyson, this is the time of year when trustees of Employee Stock Ownership Plans, or “ESOPs,” begin to receive and...more

Financial Services Quarterly Report - First Quarter 2013: The UCITS Agenda

by Barbara Cronin, Declan O’Sullivan | Dechert LLP on 3/30/2013

The first item on the UCITS agenda for 2013 – the ESMA Guidelines on ETFs and Other UCITS Issues (the “Guidelines”) – has gone live. This article provides an update and clarity around the recently finalised Guidelines2 since...more

New Regulations Pave The Way for Increased Employee Owned Companies

by Hugh Nineham, Tara Walsh | McDermott Will & Emery on 3/28/2013

The UK Department for Business, Innovation and Skills (BIS) published on 4 July 2012 the final report from the Nuttall Review of Employee Ownership (the Nuttall Review). It identifies a number of barriers to the creation and...more

Who Says Catastrophe Bond Payouts Are Not Correlated With The Stock Market?

by J. Wylie Donald | McCarter & English: Climate Change &... on 3/28/2013

Here is some food for thought: Catastrophe bond payouts are correlated with climate change. Climate change is correlated with stock market returns. Therefore catastrophe bond payouts are correlated with the stock market. ...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Corporate Communicator - Spring 2013: Rule 10b5-1 Plans Under Scrutiny

by Lulu Chiu | Snell & Wilmer L.L.P. on 3/26/2013

There has been renewed focus on Rule 10b5-1 Plans following an article in the Wall Street Journal, published on November 27, 2012, entitled “Executives’ Good Luck in Trading Own Stock,” which reported that executives who...more

Ten Questions You Should Ask When Negotiating a Shareholders Agreement

by The R. Bernard Law Group on 3/22/2013

In fundraising negotiations with our small business and emerging growth companies clients we always have one eye on the follow on negotiations that will be necessary for the shareholders agreement. If we are lucky the...more

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

by Bloomberg Law on 3/20/2013

March 20 (Bloomberg Law) -- Although Eastman Kodak Co. stock shot up like a rocket in a week's time, investors might not have the same profitable outcome like owners of American Airlines shares, as Bloomberg Law's Lee Pacchia...more

Rule 10B5-1 Trading Plans: Considerations in Light of Increased Scrutiny

by Steven Bochner, Nicki Locker | Wilson Sonsini Goodrich & Rosati on 3/13/2013

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more

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N.Y. ALJ Holds Taxpayer’s Motives for Acquiring Stock and How Stock Is Used Irrelevant in Determining Investment Capital

SEC Considering More Stringent Requirements For Cybersecurity Disclosures In The Wake Of Stock Manipulating Hacking Case

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

At Last: Final Regulations Issued Under Section 336(e)

Basics Of Stock Redemptions

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

Divorce Attorney For Financial Advisors And Stockbrokers

Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock [Video]

Sutherland SALT Shaker: April 2013 Digest

A Story of Stock, Security and Simplicity Sacrificed Under French Law

A Cautionary Tale Under Code § 409A: Case Evidences IRS' Willingness To Seek 409A Penalties For Discount Options

Ten Tips for Negotiating a Stock Purchase Agreement

Quarterly Investment Update – 1st Quarter 2013

What is an 83(b) election and how and when should I make one?

Maximizing The Value Of Your Business For Your Heirs

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

The Season for ESOP Valuation Updates

Financial Services Quarterly Report - First Quarter 2013: The UCITS Agenda

New Regulations Pave The Way for Increased Employee Owned Companies

Who Says Catastrophe Bond Payouts Are Not Correlated With The Stock Market?

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

Corporate Communicator - Spring 2013: Rule 10b5-1 Plans Under Scrutiny

Ten Questions You Should Ask When Negotiating a Shareholders Agreement

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

Rule 10B5-1 Trading Plans: Considerations in Light of Increased Scrutiny

Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock [Video]

Bill on Bankruptcy: Why is Kodak's Stock Soaring? [Video]

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