Bill on Bankruptcy: US Airways Need a Merger More than AMR
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Virgin Media's Lawyer on Liberty Global Deal
Second Circuit Holds That Posthumous QDROs Are Valid. Yale-New Haven Hospital brought an action in federal court to resolve competing claims by a former spouse of a deceased participant and the deceased participant’s...more
Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law.
On June 24, Delaware Governor Jack Markell signed Senate Bill 75...more
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more
In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the...more
There are tax advantages for U.S. taxpayers to jointly develop intangible personal property with related non-U.S. entities.
Treasury Regulations provide detailed guidance on what costs must be shared between the...more
As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more
A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more
Effective for tax years beginning on or after January 1, 2015, pursuant to legislation enacted last year, income from "investment capital" is exempt from New York State franchise tax for corporate taxpayers otherwise subject...more
What Private Equity Funds Should Know About ERISA:
Basics of ERISA Coverage -
The Employee Retirement Income Security Act of 1974, as amended (ERISA) imposes numerous duties on fiduciaries holding employee benefit...more
Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to $114,000, to be split amongst 19,307,715 shares, or...more
Moe Green died again yesterday but this time he was not shot through the glasses, it was from cancer and the fictional Las Vegas mobster lived to the ripe old age of 79. Of course I am referring to “Alex Rocco, the veteran...more
So you have refinanced your long term care facility with Federal Housing Authority (FHA)-insured financing – a nonrecourse, 30-year (or longer) loan at an amazingly low fixed interest rate. Yes, the process may have been...more
The MAS Consultation Paper is proposing to update parts of the Singapore Code on Take-Overs and Mergers in view of market innovations and evolving international practices.
On 6 July, the Securities Industry Council...more
In This Issue:
- Important Changes at NYS and NYC Tax Agencies
- Court of Appeals Upholds Constitutionality of Taxing Nonresidents on Gain from S Corporation Stock Sale in Two Separate Decisions
- NYC Tribunal...more
For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the...more
Have you, a family member, a client or a friend ever been approached to make an investment where you were not sure if the person soliciting you to invest was trustworthy? If so, you are not alone. In fact, in response to...more
At 11:32 a.m. on July 8, 2015, the New York Stock Exchange (NYSE) announced that NYSE/NYSE MKT had temporarily suspended trading in all symbols. While the suspension appears to have had little impact on overall trading...more
In Summa Holdings, Inc. v. Commissioner, T.C. Memo 2015-119, the Tax Court recharacterized an exporter’s deductible commission payments made to an IC-DISC as non-deductible dividend payments to the exporter’s shareholders...more
On July 7, 2015, the New York Department of Taxation and Finance issued guidance (TSB-M-15(4)C, (5)I, Investment Capital Identification Requirements for Article 9-A Taxpayers) on the identification procedures for investment...more
As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more
Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public.
Dividends generally are taxed at ordinary income...more
On June 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it yet again rejected a dissenting shareholder’s attempt to extract consideration for its shares above the merger price through appraisal...more
If you are a year-end company, today is the end of your second fiscal quarter, which means that it’s just about time to calculate your public float to see if your reporting status has changed. Here are a few things to...more
The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more
On 31 March 2015, the new Federal Law (No. 2 of 2015) concerning Commercial Companies (the NCCL) was issued and published in Federal Gazette No. 577 in the United Arab Emirates (the UAE) (the Official Gazette). The NCCL comes...more
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