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Pillsbury - Propel

Equity Compensation: Navigating 409A Valuations

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Private company clients frequently ask us about granting compensatory stock options to their founders, employees and other service providers, including board members, consultants and advisors. Options and other equity awards...more

Potomac Law Group, PLLC

Understanding SBA Affiliation Concepts

Affiliation is a key concept for small business owners who want to qualify for federal contracts and programs administered by the Small Business Administration (SBA) or the Disadvantaged Business Enterprise (DBE) or Airport...more

Mayer Brown

ESOP Update: Installment Sales Rules Save ESOP Footfall in Berman v. Comm’r

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Berman v. Comm’r,  released on July 16, 2024, is a great example of making lemonade when life hands you a lemon. Although the taxpayers lost the federal income tax deferral of a stock sale to an employee stock ownership plan...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Basics of Nonqualified Stock Options and Stock-Settled Stock...

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This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more

Cohen & Gresser LLP

Second Circuit Says that Insiders Are Still ‘Standing’ to Enforce Short-Swing Trading Under Section 16(b) of the Exchange Act

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On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more

Patterson Belknap Webb & Tyler LLP

Increase in Securities Litigation and Regulatory Scrutiny Concerning Artificial Intelligence

Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more

Rivkin Radler LLP

The Family-Owned Business, Stock Options, And Personal Goodwill – a Smorgasbord of Tax Issues

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Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more

Hinckley Allen

Converting an LLC to an S Corporation: A Mistake Waiting to Happen

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Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax...more

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of Identity-Based Voting Stock

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Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc. (Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon...more

McDermott Will & Emery

Delaware Court of Chancery Upholds Identity-Based Voting Within Single Class of Stock

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A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Value of Stock Included Life Insurance Proceeds Intended for Redemption of Stock

The Eighth Circuit Court of Appeals recently affirmed the decision in Connelly vs. United States, holding that the fair market value of stock in a closely-held corporation, for purposes of valuing that stock held by a...more

Cooley LLP

Private Company Tender Offers

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As discussed in this Cooley Go article on secondary sale transactions of private company stock, a tender offer is one of the ways in which companies can provide liquidity to their stockholders. This article will dive a bit...more

Ward and Smith, P.A.

Purchases and Sales of an Incorporated Business: Asset Acquisitions and Stock Sales

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There are two primary ways to structure the taxable purchase and sale of an incorporated business.  The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more

Troutman Pepper

2023 Amendments to DGCL Streamline Ratification of Defective Corporate Acts, Stock Splits, and Other Corporate Actions

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The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more

Farrell Fritz, P.C.

At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold

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MiniCorp has five shareholders, all of whom are employees.  Each shareholder’s employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement provides that when a shareholder’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

Conyers

Cayman Court of Appeal Provides Important Guidance on Leave to Appeal to the Privy Council in Re Changyou.com Limited

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On 20th December 2022, the Cayman Islands Court of Appeal (“CICA”) delivered its second judgment in the matter of Changyou.com Limited v Fourworld Global Opportunities Fund Ltd & others (“Changyou.com case”). The CICA...more

Keating Muething & Klekamp PLL

Potential Section 1202 Pitfalls Upon Partnership Incorporation

In recent years, the utilization of Section 1202 has grown considerably. Many businesses are formed as corporations at conception, private equity investors calculate the tax benefits from Section 1202 into their ROI...more

King & Spalding

Garfield v. Boxed

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SPAC Companies May Need to Evaluate Stock Structure in Wake of Delaware Court of Chancery Ruling - Companies that previously became public by merger with a Special Purpose Acquisition Company (“SPAC”) may need to...more

Proskauer - Corporate Defense and Disputes

Delaware Chancery Court Denies Dismissal of Challenge to SPAC Merger Disclosures

The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally...more

Holland & Knight LLP

En Colombia Consejo de Estado precisa tratamiento tributario de dividendos para régimen SIMPLE

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Proferida dentro del expediente #26084 en sentencia de 10 de noviembre de 2022, al analizar la legalidad del artículo 3 del Decreto 1457 del 12 de noviembre de 2020, que regula el tratamiento de los dividendos y...more

White & Case LLP

Changes in ultimate beneficial owners recording legislation – a modified definition of the ultimate owner and broader reporting...

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On 1 October 2022, an amendment to Act No. 37/2021 Coll., on keeping record of ultimate beneficial owners (the "UBO Act"), 1 came into force which, in order to ensure compliance with the pertinent European Directive,2...more

Conyers

Cayman Islands Court of Appeal Effectively Rewrites Section 238 of the Cayman Islands’ Companies Act

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In a recent judgment in the case of Re Changyou.com Limited, CICA (Civil) Appeal 6 of 2021, delivered on 16 September 2022, the Cayman Islands Court of Appeal has applied the interpretative provisions of section 25 and...more

Holland & Knight LLP

Addressing Underwater Stock Options

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Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more

Wilson Sonsini Goodrich & Rosati

Changes in Law Allow Increased Flexibility for Management of Delaware Corporations to Grant Equity Awards; Should You Take...

Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations...more

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