News & Analysis as of

Transfer of Assets

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

Novation of Government Contracts: How to Prepare for and Receive Government Approval

by Pepper Hamilton LLP on

Government contractors, so long as consistent with statute and regulation, should coordinate with the government regarding novation issues to best position themselves for acceptance of proposed novations....more

Texas Law Lets Attorney-Client Privilege Transfer to the Buyer of a Business

by Polsinelli on

When negotiating the sale of a business, legal counsel should be aware that the attorney-client privilege protecting communications between the seller and its legal counsel – including negotiations regarding the acquisition –...more

Explanation of J. Crew “back-door” provision and proposal for how lenders might address this in their documentation.

by King & Spalding on

Recently, J. Crew used a “back-door” provision in its credit facility to transfer approximately $250 million worth of intellectual property (“IP”) to an unrestricted subsidiary with the aim of borrowing against the...more

Please Release Me, Let Me Go: Court Affirms The Appointment Of A Receiver Over Ray Price’s Assets Pending A Contest

by Winstead PC on

In In re Estate of Price, Ray Price, a renowned country music singer and songwriter, died in 2013 and was survived by his wife and his biological son. No. 06-16-00062-CV, 2017 Tex. App. LEXIS 1265 (Tex. App.—Texarkana...more

Birds-Eye View of New Gain Recognition Rules on Transfers of Appreciated Property to Partnerships with Related Foreign Partners

by Charles (Chuck) Rubin on

The IRS recently issued extensive regulations under the authority of Section 721(c) that denies nonrecognition treatment for transfer of appreciated property to a controlled partnership (domestic or foreign) by a U.S. person...more

Personal Liability of Executors for Tax Liabilities of the Estate Under the Federal Priority Statute, 31 U.S.C. 3713

This is an appeal of summary judgment by the personal representative (the “PR”) of an estate. The lower court found the PR to be personally liable under the federal priority statute, Section 3713, for tax liabilities due from...more

HSR and Interlocking Directorate Thresholds Announced for 2017

by Hogan Lovells on

On 19 January 2017, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust...more

Why Luxembourg remains a jurisdiction of choice for private equity

by Hogan Lovells on

1. Framework for an exit from an SARL - Prior to 23 August 2016, any transfer of shares to non-shareholders of an SARL was subject to the prior approval of the shareholders holding not less than 75% of the SARL's share...more

Recent Cases Restrict Issuers' Ability to Avoid Paying Premiums

by White & Case LLP on

Indentures governing high yield and investment grade notes typically provide for a make-whole or other premium to be paid if the issuer redeems the underlying notes prior to maturity. The premiums are intended to compensate...more

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