News & Analysis as of

Transfer of Assets

Selling or Buying an HUD Financed Nursing Home or Assisted Living: A Baker's Dozen Tips for TPA Transactions

by Baker Ober Health Law on

Interest rates are on the rise after being low for so long. Owners have taken advantage of those long-term, low fixed-rate loans insured under HUD Section 232 in record numbers. It is possible to keep those below-market loans...more

Funds Talk: September 2017 - Buyer and Seller Considerations in Asset Management M&A Transactions

By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more

Debt Dialogue: July 2017 - When Claims Travel With the Debt: a Review of NY GOL §13-107

A recent case in New York State Supreme Court, One Williams Street Capital Management LP v. U.S. Education Loan Trust IV, LLC (Sup. Ct. N.Y. Cty. May 15, 2015), affords a useful opportunity to review the applicability and...more

Proposed Regulations Limiting Discounts on Family Gifts Targeted for Reform

Last summer, we discussed the IRS’s issuance of new Proposed Regulations under Section 2704 of the Internal Revenue Code, which regulations would severely impact discounts on gifts made to family members. ...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Motions For Leave to Renew: The Requirement Often Overlooked

by Farrell Fritz, P.C. on

A motion for leave to renew must be based upon new evidence or a change in the law that would change the prior determination and must contain a reasonable justification for failure to present such facts on the prior motion....more

IRS Identifies 8 Burdensome Regulations for Reform

Responding to a Trump Executive Order, the Treasury Department has reviewed all significant tax regulations issued after December 31, 2015 and identified eight regulations to be reformed to mitigate the burden that the...more

Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

by Farrell Fritz, P.C. on

A business’s failure to pay state taxes can be a problem if the entity later wants to bring a lawsuit, or its non-controlling owners want to sue on the entity’s behalf....more

Una nuova Cassazione sulla tassazione della cessione di quote ai fini della imposta di registro

Con la Sentenza n. 11877, depositata in data 12 maggio 2017, la Corte di cassazione suscita nuovi dubbi sulla applicazione della imposta di registro, assoggettando al regime proprio della cessione d'azienda (imposta di...more

Transferring Property To A Trust: It’s Not What You Meant, It’s What You Said

by Bryan Cave on

When we put pen to paper, sometimes the words don’t come out right. If that happens, hopefully there’s an opportunity to explain what we meant. For example, we have seen how scrivenor’s errors can be explained. But, for the...more

Preserving Deferred Tax Assets in a Capital Raise

by Bryan Cave on

Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close...more

How To Select A Merger/Reorganization Structure That Is Right For Your Nonprofit

by Fox Rothschild LLP on

The nonprofit sector has seen a dramatic rise in the number of mergers and reorganizations. The constant need to reduce costs, especially in the health care sector, seems to be the driving force behind the movement. When...more

Forfeiture Case Based on Alleged Elaborate $230 Million Russian Laundering and Fraud Scheme to Settle

by Ballard Spahr LLP on

On the eve of trial this past Friday, the government announced an agreement to settle, subject to court approval, a major civil forfeiture action in the Southern District of New York. In the case, United States v. Prevezon...more

Why Care About Business Valuation? Part II

by Farrell Fritz, P.C. on

Valuations figure prominently in determining the proper tax treatment of transactions – such as sales, loans, leases, and performance of services – between related taxpayers, including, for example, commonly-controlled...more

Constructive Trusts Can Catch Wayward Trust Assets

by Downey Brand LLP on

Trustees in California trust disputes should not overlook the power of the constructive trust remedy as a way to recover errant trust assets. That’s a takeaway from Higgins v. Higgins (2017) __ Cal.App.5th __, an opinion in a...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Who Knew? An Absolute Assignment of Rents Can Be Absolute

by Seyfarth Shaw LLP on

Sixth Circuit Determines that an Absolute Assignment of Rents Perfected Under Michigan State Law Takes Property out of a Bankruptcy Estate (In Re Town Center Flats, LLC, Case No. 16-1812 — Decided May 2, 2017)....more

If You Expect to Work in the Family-Owned Business for Life, Be Sure to Get It in Writing

by Murtha Cullina on

Family-owned businesses often employ multiple family members. Even if there is an expectation that employment will continue indefinitely, the company and the family member employees both usually reserve the right, explicitly...more

Fraud and Fraudulent Conveyance Claims for $686 Million Allowed To Proceed Against Hedge Fund in Long-Running Dispute over Failed...

On March 13, 2017, Justice Marcy Friedman of the New York Commercial Division denied a motion for summary judgment seeking to dismiss claims of fraud, breach of the covenant of good faith and fair dealing, and fraudulent...more

The South Carolina Uniform Gifts to Minors Act: Past, Present and Future?

by McNair Law Firm, P.A. on

This blog is intended to highlight certain aspects of the South Carolina Uniform Gift to Minors Act (the “SCUGMA”), which is found in Article 5 of Chapter 5 of Title 63 (the Children’s Code) of the South Carolina Code of...more

A Pair of Unbrotherly Business Altercations Go to Trial

by Farrell Fritz, P.C. on

Like most civil cases, the vast majority of business divorce disputes get resolved before trial, which is disappointing for us voyeurs since only at trial with live witnesses undergoing cross examination does one get the full...more

German Corporate Law Update: Important Changes in Acquisitions and Investments

For companies interested in investing in, purchasing or selling German companies, here are several recent developments related to Data Privacy and Cybersecurity, M&A, Employment and Tax law that are helpful to keep in mind....more

The Devil's Dictionary of Bankruptcy Terms: Substantial Consummation

by Polsinelli on

The "Devil's Dictionary" is a quick-reference guide for commercial lenders and other restructuring professionals. In this series, we highlight many of the buzz words found in the Dictionary and used in today's bankruptcy...more

Commercial Division allows fraudulent conveyance claims to proceed in two separate cases

In a pair of recent decisions, Justices Shirley W. Kornreich and Lawrence K. Marks of the Commercial Division ruled that creditors could proceed on their fraudulent conveyance claims seeking reversal of asset transfers made...more

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