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Business Organization Updates

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Nate Smithson Provides an Update on Tax Reform

by Jackson Walker on

Jackson Walker partner Nate Smithson has prepared an updated guide to tax reform which reflects the senate’s newly-proposed tax bill. The guide covers tax brackets, deductions, capital gains, and other relevant topics in tax...more

Changes to the UK Takeover Code—Asset Sales and Other Matters

by Shearman & Sterling LLP on

On 8 January 2018, changes were made to the U.K. Takeover Code (the “Code”) which: (i) for the first time, expand the application of the Code to certain “asset” transactions taking place in “offer situations”, (ii) require...more

Financial Regulatory Developments Focus - January 2018 #2

by Shearman & Sterling LLP on

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Delaware Court Of Chancery Declines To Compel Production Under The Garner Privilege Exception

by Shearman & Sterling LLP on

On January 10, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to compel the production of attorney-client privileged documents under the Garner doctrine in the context of direct breach of...more

NYSE Dividend Notification Changes Effective February 1

by Goodwin on

On February 1, 2018, the amendments to the New York Stock Exchange Listed Company Manual adopted in August 2017 become effective. These amendments will require listed companies to notify the NYSE at least 10 minutes before a...more

New and Proposed Tax Legislation Present New Difficulties for Employers Attempting to Settle Sexual Harassment Claims

by Ervin Cohen & Jessup LLP on

Most employers have heard of the Tax Cuts and Jobs Act, signed into law on December 22, 2017, and have contemplated what it may mean for them. What has been largely overlooked, however, is a denial of deduction buried deep in...more

Tax Cuts and Jobs Act: Impact on Tax-Exempt Organizations

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (the Act), which imposes a new excise tax on certain tax-exempt organizations for compensation paid to their covered employees in excess...more

New Partnership Audit Regulations Released as Permitting Push-Out Election Through Tiered Partnerships

by Ropes & Gray LLP on

In a trilogy of releases in the last six weeks, the Department of Treasury (“Treasury”) provided much-needed guidance on the implementation of the partnership audit rules in the Bipartisan Budget Act of 2015 (the “BBA...more

Settlement Offers Guidance on What “Reasonable” Security Means Under COPPA

The FTC’s COPPA Guidance does an admirable job explaining the basics of what a business needs to do to comply with COPPA, but is vague as to how a business must protect personal information collected from children. The COPPA...more

CPA Shoptalk: 8 Takeaways

On January 10th, 11th and 18th our tax attorneys ?hosted a "CPA Shoptalk" seminar in ?Portland, Vancouver and Bend. Below are ?some key takeaways to consider... 1. Partnership Audit Rules Post-TEFRA - The Balanced...more

First Department Affirms that an LLC’s Operating Agreement Trumps Delaware Law

A unanimous panel of the Appellate Division, First Department recently affirmed a ruling by the Commercial Division dismissing causes of action against the ACE Group International LLC (“AGI”) brought by the estate of the...more

2018 Key Trust & Estate Planning and Corporate Ownership Implications of the New Tax Law

by Perkins Coie on

With the passage of Public Law no. 115-97, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the 2017 Tax Act), attorneys in Perkins Coie’s Trust & Estate Planning practice, along with our clients running closely...more

Compensation in the 2018 Proxy Season: Recent Shakeups Create New Challenges

by Latham & Watkins LLP on

When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations. 2018 brings significant changes to the executive...more

Before Filing A Lawsuit, You May Want To Review Your Offering Documents

by Allen Matkins on

This post by John O'Brien for Legal Newsline is a reminder to securities issuers that they might want to review their prior offering documents before filing a lawsuit in which they make inconsistent allegations and disclose...more

EU Tax Haven Blacklist Update

by Ropes & Gray LLP on

The unveiling of the EU tax haven blacklist was covered in our Alert dated 12 December, 2017. While the consequences of a jurisdiction being on the blacklist remain largely unclear, clients may wish to review whether they...more

What does the relaxation of foreign ownership rules in the UAE mean for franchising?

by Dentons on

The Cabinet of Ministers of the United Arab Emirates (UAE) recently issued Federal Law No. 18 of 2017, which amended certain provisions of the UAE commercial companies law (Federal Law No. 2 of 2015) (the CCL). The new law...more

New Tax Act Bars Deductions for Settlements Related to Certain Sexual Harassment Claims

The recently enacted Tax Cuts and Jobs Act (the Act) has been touted as the largest tax reform since 1986. Among its many provisions, the Act adds a new section to the Internal Revenue Code (Section 162(q)) targeting...more

Three Key Aspects of the New Tax Law

The new tax law is lengthy and full of complex provisions. This article highlights three key aspects of the tax reform and how they may affect you. 1. The individual income tax rates have decreased and standard deduction...more

Has Your Partnership or LLC Agreement Been Updated to Comply with the New Tax Rules?

The new partnership audit rules substantially change the audit procedures for partnerships (including multi-member LLCs) and may require that you update certain provisions within your partnership or LLC agreement to maintain...more

Day 18 of 31 Days to a More Effective Compliance Program- Internal Reporting and Triaging Claims

by Thomas Fox on

The call, email or tip comes into your office; an employee reports suspicious activity somewhere across the globe. That activity might well turn into a FCPA issue for your company. As the CCO, it will be up to you to begin...more

Everything Compliance-Episode 24, the Looking Back to Look Forward Edition

by Thomas Fox on

In this episode, the top compliance roundtable podcast is back with a look at some of the top FCPA, compliance and data privacy/data security issues from 2017 and how they inform what will be the top such issues in 2018....more

Blog: When Theories Collide: What Happens When The Shareholder Preeminence Theory Meets The Stakeholder Theory?

by Cooley LLP on

Laurence Fink, the Chair and CEO of BlackRock, has issued his annual letter to public companies, entitled A Sense of Purpose. As in prior years, Fink advocates enhanced shareholder engagement and a focus on long-term...more

Delaware Supreme Court Shines a (Blurry) Spotlight on Director Compensation Decisions: In re Investors Bancorp, Inc. Stockholder...

by K&L Gates LLP on

Delaware court decisions in recent years have led a number of companies to adopt stockholder-approved director compensation limits in order to benefit from the stockholder ratification defense, which can prove useful if...more

U.S. Courts Of Appeals For The Eighth And Ninth Circuits Each Rules That SLUSA Precludes Alleged Violations Of State Laws Based On...

by Shearman & Sterling LLP on

On December 29, 2017 and January 9, 2018, respectively, the United States Court of Appeals for the Ninth Circuit and the United States Court of Appeals for the Eighth Circuit each affirmed district court dismissals of...more

Special Proceeding Seeking a Judicial Decree to Dissolve an LLC

In Advanced 23, LLC v. Chambers House Partners, LLC, No. 650025/2016, 2017 BL 462831 (NY. Sup. Ct. Dec. 15, 2017), Justice Saliann Scarpulla of the Commercial Division ruled that Advanced 23, LLC (“Advanced”) and David...more

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