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Valuation Shareholders

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

Levenfeld Pearlstein, LLC

Redemption Agreements and Life Insurance Proceeds: What the SCOTUS Decision in Connelly Means for Closely Held Businesses

Many closely held businesses have shareholder buy/sell redemption agreements. These agreements are critical to maintaining business continuity when a key shareholder exits the company. When the redemption agreement is...more

Wyrick Robbins Yates & Ponton LLP

SAFE Financing – a Deep Dive on the Evolution of the SAFE

As we’ve noted in a previous article, the Y Combinator-hosted SAFE (Simple Agreement for Future Equity) has become the investment contract of choice for startup companies that have already attracted investors. However, the...more

Kohrman Jackson & Krantz LLP

Unlocking Tax Savings: Family Limited Partnerships in Estate Planning

As Trump era estate tax cuts are likely coming to an end in 2025, wealthy business owners are increasingly utilizing Family Limited Partnerships (FLPs) to significantly save the family taxes when they are gone....more

Procopio, Cory, Hargreaves & Savitch LLP

An Alternative Listing Strategy for U.S. and Canadian Capital Markets

U.S. emerging growth companies face many challenges in today’s dynamic capital market when considering going public. One historic obstacle has been the limited number of national exchanges available, with companies usually...more

McDermott Will & Emery

Dual Track Reboot: Five Key Considerations for Supercharging Your Life Science Company Exit

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There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more

Warner Norcross + Judd

Hot Topics for Private Clients and Family Offices from 2024 Heckerling Institute on Estate Planning – Part One

Earlier this year several Warner attorneys attended the annual Heckerling Institute on Estate Planning, the country’s most well-respected educational event for professionals working in the trusts and estates area. The...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

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

Conyers

Trina Solar: A Warning Regarding Reliance on Merger Price and Deficient Disclosure in s238 Proceedings

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The successful appeal by dissenting shareholders in Trina Solar provides key insights into the importance of establishing a robust merger process, the company’s burden to make all relevant information available in appraisal...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Foley & Lardner LLP

Outlook for Reverse Mergers

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We have seen the IPO market stall, and the SPAC boom is now bust. So, what options are there for private companies looking to enter the public market in today’s economic climate? A transaction structured as a “reverse...more

ArentFox Schiff

Pocket Full of Crypto-Volatility: Stakeholders in Bankrupt Crypto Firms Must be Flexible, Agile & Educated

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Valuation is a key element in bankruptcies. Generally, a higher valuation of a bankrupt firm means larger creditor recoveries, and a higher valuation of pre-petition collateral means a smaller “adequate protection” package...more

King & Spalding

IRS and Treasury Issue Interim Guidance on 1% Stock Buyback Tax

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On December 27, 2022, the IRS and Treasury issued Notice 2023-2 (the “Notice”), which provides guidance relating to the application of the new excise tax on repurchases of corporate stock (the “Stock Buyback Tax”) under...more

White & Case LLP

"Taking the Keys": Six things to consider for credit investors contemplating share pledge enforcement

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Rises in energy costs, disruption to global supply chains, the situation in Ukraine, soaring inflation and higher interest rates are pushing several major European economies towards recession. Borrowers and issuers in the...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

Rivkin Radler LLP

Disposing Of Assets Under The Ways and Means Committee’s Proposals

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First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more

Opportune LLP

Providing Clarity Around SEC Statement On SPAC Warrant Accounting

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Find out why the recent guidance from the SEC on how SPAC warrants are classified requires careful consideration of the specific facts and circumstances for each entity and each contract....more

Morrison & Foerster LLP

Sanctioned: Virgin Active's Restructuring Plans

On 12 May 2021, the High Court sanctioned three inter-conditional restructuring plans, under the Part 26A of the Companies Act 2006, for certain English subsidiaries of the Virgin Active group, despite major opposition of...more

Opportune LLP

Gift & Estate Tax Valuation: 5 Things To Remember

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Here are five things to remember when performing the valuation of shares of a closely held entity for gift and estate tax reporting...more

Tonkon Torp LLP

Business Transition Planning In A Pandemic

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It is an open secret that many business owners, no matter how organized, regularly neglect an important task—developing their exit strategy. The right transition plan depends on the nature of the business and the...more

Farrell Fritz, P.C.

Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

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Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...more

Cohen & Gresser LLP

The UK Supreme Court Seeks to Clarify the Reflective Loss Principle (or Whose Claim is it Anyway?)

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What is the reflective loss principle? • The English law principle of reflective loss traditionally held that when a company suffered loss as a consequence of the actions of a third party, the loss suffered by its...more

Holland & Hart - The Benefits Dial

I Come From Down in the Valley, Where the Options Are Now Underwater: Companies Look to Modify Incentives as Declining Markets...

This is the 3rd major economic upheaval we have had in 20 some years, and once again we have a climate of widespread business uncertainty, employment instability, and economic suffering. Most of our clients have experienced...more

Farrell Fritz, P.C.

Who Is a “Control” Person for Purposes of the Dissolution Statute’s Surcharge Provision?

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Section 1104-a of the Business Corporation Law (the BCL) empowers courts to dissolve a corporation if the petitioning shareholder can establish either of two specified grounds for dissolution. Section 1104-a(a)(1) authorizes...more

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