Stocks

News & Analysis as of

IRS Proposes Updates to Rules for Deemed Distributions of Stock and Stock Rights

On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more

Treasury Issues Stringent Inversion Regulations, Proposes Far-Reaching Related-Party Debt Rules

New regulations expand prior guidance reducing tax benefits of inversions. Proposed debt-equity rules will impact even routine intercompany transactions. On April 4, 2016, the US Department of the Treasury (Treasury) and...more

Treasury Targets Related-Party Debt with Proposed Regulations to Treat Debt as Equity

Proposed regulations would establish a sweeping framework to treat debt as equity in an effort to curb the use of “excessive” related-party debt. On April 4, 2016, the US Department of the Treasury (Treasury) and the...more

Preserving Your Family Business (or Sale Proceeds) for Generations

As promised, below is a follow-up to my February 29th post. There, I discussed estate tax planning. Below, I want to introduce generation skipping tax planning, using some similar tools. As of 2016, each person has a...more

Taking Stock in Related-Party Debt: Regulations Propose Sweeping Changes

On April 4, the Treasury and the Internal Revenue Service (IRS) released proposed regulations under IRC § 385 (the Proposed Regulations) that are intended to combat perceived concerns associated with indebtedness between...more

Plan Ahead to Avoid or Minimize US Estate Tax

If you are not a US resident or a US citizen and are considering buying assets in the US, there are ways to avoid or minimize US estate tax on those assets. ...more

Parties Settle Closely Watched Tax Court Cases Involving Defined Value Clause

The IRS and executors have settled two cases in the United States Tax Court involving members of the Woelbing family, who own Carma Laboratories, Inc., of Franklin, Wisconsin, the maker of Carmex skin care products, and a...more

‘Brexit’ Implications for Listings of Securities on the London Stock Exchange

If Britain decides to leave the European Union as a result of a “Brexit” vote on 23 June 2016, the effect on the UK and EU financial services sectors could be significant; in particular, there could be effects on the London...more

Registration tax on pledges of SRL quotas

The registration tax on pledges of Srl stocks granted to guarantee the obligations of third parties, does not find uniform application between the different Offices of the Italian Revenue Agency....more

Recent amendments to the Act respecting duties on transfers of immovables

On March 17, 2016, the Government of Québec presented its 2016-2017 budget, which included important amendments to the Act respecting duties on transfers of immovables (the Act). The Act provides that every municipality...more

When Should I Choose to Form a C Corporation Instead of An LLC?

Arguably, one of the most important decisions that will affect the ultimate success of a business, whatever its size, is the decision of how to incorporate that business. There is a fairly wide range of choices to choose...more

Recent Changes Make Permanent the 100% Exclusion of Eligible Gain from Sales of Section 1202 “Qualified Small Business Stock”

Impact of New Legislation - The Protecting Americans from Tax Hikes Act of 2015 (the “PATH Act”) has amended Section 1202 of the Code to permanently extend the 100% exclusion for eligible gain on sales of qualified small...more

Effectively Utilize Your Combined Federal Gift and Estate Tax Exemption

As of 2016, each person has an aggregate $5.45 million exemption from the federal gift and estate taxes. This exemption can be used either during lifetime or at death (or both, if not all of it is used for lifetime gifts)....more

Your daily dose of financial news The Brief – 1.8.16

Some broader perspective on the latest round of plunging Chinese markets, namely, the harsh disruption of what had been touted by President Xi Jinping mere weeks ago as “a new era of economic management [with] policy...more

Overstock Digital Wars: A New Market Awakens

On the eve of the much anticipated release of Star Wars: The Force Awakens, the SEC approved Overstock Inc.’s plan to issue digital shares. The online retailer plans to issue company stock via bitcoin blockchain–an enormous...more

Ninth Circuit Overturns Taxpayer-Friendly Decision in Demutualizations

On December 9, in Dorrance v. The United States, the Ninth Circuit overturned a favorable district court decision for taxpayers in demutualizations. The Ninth Circuit ruled that a taxpayer owning insurance policies in a...more

Blog: How Many Authorized Shares Should I Use In My Certificate of Incorporation?

One decision to make when incorporating is “How many shares do you want to authorize?” A common misconception is that the number of authorized shares (which appears in the certificate or articles of incorporation) is...more

SEC OKs crowdfunding for startups

On Friday, October 30, the Securities and Exchange Commission (SEC), by a vote of 3-1, adopted rules designed to implement a 2012 law that allows startups to use crowdfunding to generate investments in their companies....more

Vesting 101 – Whaddya Mean I Don’t Own My Stock?

Vesting is an extremely important concept that arises (or should) among the founders when a company is formed, when equity incentives are granted and when outside investors invest. Although some founders view vesting as yet...more

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

Nevada Supreme Court Opines On Scope Of Debtor’s Exemption For Stock

NRS 78.746 provides that, with several qualifications, the exclusive remedy of judgment creditors with respect to the stock in a relatively closely held corporation is to charge a stockholder’s shares.  To the extent so...more

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

Quarterly Investment Update – 3rd Quarter 2015

Stock Market Commentary - China’s move to devalue its currency in late August set off a wave of selling and renewed volatility across global markets that continued through September. Enduring its worst quarter since...more

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

New Jersey Resident Charged with Securities and Wire Fraud

On October 1, the U.S. Attorney for the Southern District of New York filed a complaint against New Jersey fund manager William J. Wells charging him with running a “Ponzi” scheme which raised over $1.5 million from...more

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