Transfer of Assets

News & Analysis as of

Focus on Private Equity - July 2015

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

Could Your Employees Be Eligible for FMLA Leave on Their First Day of Work? The Answer Could Be Yes

It would be easy for employers to assume that they need not worry about an employee’s eligibility for Family and Medical Leave Act (“FMLA”) leave until at least one year has passed since the employee began working for the...more

Riforma delle Banche Popolari - Le Disposizioni di Attuazione di BKI

Con il decreto legge 24 gennaio 2015 n. 3, entrato in vigore in data 25 gennaio 2015 (il "DL n. 3/2015"), sono state introdotte alcune disposizioni modificative della disciplina delle banche popolari contenuta nel decreto...more

Asset-Light

While asset-light strategies have been utilized for decades in the hotel industry, the strategy and how to implement it are a bit more complicated in the development space, whether for a hotel or time-share company. A typical...more

Tronox: The Weed that Choked a Flower – Lessons for Buyers on Remedies

As we noted in Parts 1 and 2 of this series, any buyer of assets from a company in any degree of financial stress should be concerned about the transaction being attacked as a fraudulent transfer. Officers and directors of a...more

District Court Dismisses Action after Patent Is Transferred to President of Company

After Plaintiff Pi-Net International, Inc. ("Pi-Net") brought suit against Defendants Focus Business Bank and Bridge Bank, N.A. for patent infringement, the Patent and Trademark Office initiated an Inter Partes Review ("IPR")...more

Toysmart Pt. Deux

An auction of RadioShack assets which concluded this week included the names and physical addresses of 65 million customers and email addresses of 13 million customers. The auction result and transfer of assets is still...more

(US) Revised Pennsylvania Statute Creates Power of Attorney Chaos

The Pennsylvania Legislature enacted extensive changes to Title 56 of the Decedents, Estates and Fiduciaries Code affecting powers of attorney, effective as of January 1, 2015. The amendments create a number of issues for...more

Second Circuit Denies Petition for En Banc Review of Fairfield Decision

On January 13, 2015, the U.S. Court of Appeals for the Second Circuit denied a petition for en banc review of the Second Circuit’s September 2014 panel decision holding that bankruptcy courts are required to review the...more

Bankruptcy Sales: “It Ain’t Over ’Til It’s Over”

Great Plains Royalty Corp. v. Earl Schwartz Co. (In re Great Plains Royalty Corp.), 520 B.R. 292 (Bankr. D. N.D. 2014) – Two companies that acquired assets in a bankruptcy auction moved to reopen the case to clarify...more

Tax Talk -- Volume 7, No. 3 -- November 2014

In This Issue: - IRS Clarifies Deadline for Correcting Withholding Documentation - Consent Payment Modifying Contingent Payment Debt Instrument Must be Tested for Significance - IRS Concludes Correction of Error...more

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

Alert: IRS and Department of the Treasury Notice Limits Inversion Transactions

On September 22, 2014, the United States Department of the Treasury and the Internal Revenue Service issued a Notice (Notice 2014-52) that limit "inversion" transactions and their potential tax benefits. In general, an...more

5 Questions to Ask Before Making Gifts for Medicaid or Tax Planning

Many seniors consider transferring assets for estate and long-term care planning purposes, or just to help out children and grandchildren. Gifts and transfers to a trust often make a lot of sense. They can save money in taxes...more

Income Tax – Transfers of Family Business To Children Tax Free

In Bross Trucking, Inc., TC Memo 2014-10, the United States Tax Court ruled that a taxpayer’s wholly-owned corporation that ceased operations due to its difficulty with regulatory authorities had no goodwill. As a result,...more

Corporate Inversions Showing No Signs of Slowing Down

In a corporate inversion, a U.S. corporation (typically the parent of an affiliated group) becomes a wholly owned subsidiary of a foreign corporation (through a merger into the foreign corporation’s U.S. subsidiary) or...more

Select Bankruptcy Issues for General Counsel – Part One [Video]

Part one of an in-depth webinar discussion covering a range of bankruptcy issues of particular interest to In-House Counsel. The panel discusses bankruptcy and other creditor rights considerations when choosing the form of...more

New circular letter on transfer of assets and partnership interests

Federal Ministry of Finance directs non-application of recent rulings by the Federal Fiscal Court. With its circular letter dated 12 September 2013, the Federal Ministry of Finance comments on three rulings by the...more

Is The Attorney-Client Privilege An Asset?

Suppose that a corporation decides to sell all of its assets. Do all assets include the attorney-client privilege? In considering this question, I think it is useful to distinguish between the documents or other media that...more

DID YOU KNOW? News You Need Now From Perkins Coie's Family Office Services Group

Welcome to the Family Office Services Group's new update series "Did You Know?" It is an easy-to-read, timely and brief focus on legal issues and developments facing you and Family Offices throughout the year. ...more

Domicile Election for Non-UK Domiciled Spouses and Civil Partners

Non-UK domiciled individuals who have a UK domiciled spouse or civil partner now have the option to elect to be treated as domiciled in the United Kingdom for inheritance tax (IHT) purposes. This will enable them to receive...more

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more

Restrictions on the Sale or Transfer of Assets of Not-for-Profit Debtors

Originally published in the New Jersey Law Journal - Vol. 211 - No 5 Monday, February 4, 2013. In 2012, a number of not-for-profit entities, including religious institutions, filed for bankruptcy relief in New Jersey....more

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