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Mayer Brown

Delaware Law Alert: When Should M&A Buyers Make Anti-Reliance Clauses a Two-Way Street?

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When a buyer structures an M&A deal in which the seller has a continuing interest in the performance of the business being sold (whether through an earnout, rollover, issuance of buyer equity as some or all of the...more

Mayer Brown

In Brief: FinCEN Confirms Suspension of Corporate Transparency Act Filing Obligations During Nationwide Injunction

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On December 7, 2024, the US Financial Crimes Enforcement Network (FinCEN) confirmed that reporting companies—i.e., companies that would be required to report their beneficial ownership information to FinCEN under the...more

Coblentz Patch Duffy & Bass

Corporate Transparency Act Blocked Nationwide by Texas Court

On Tuesday, December 3, 2024, a Texas federal judge granted a preliminary injunction halting the continuing implementation of the Corporate Transparency Act (CTA) and its beneficial ownership information (BOI) reporting...more

Mayer Brown

Corporate Veil Piercing Remains Powerful Tool in New York-Seated Arbitrations

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In October 2024 an attempt by Egyptian businessman Michel Lakah to set aside a 2018 ICDR award was rejected by the United States District Court for the Southern District of New York (“SDNY”), marking what the Respondent...more

Seyfarth Shaw LLP

FinCEN Acknowledges Nationwide Preliminary Injunction on CTA Enforcement – Voluntary Submission Only

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On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, et al., blocking enforcement of the Corporate...more

Pillsbury - SeeSalt Blog

California OTA Denies Credit for NYC Business Taxes in Precedential Opinion

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In the Appeal of Mather, the California Office of Tax Appeals (OTA) held in a precedential opinion that New York City’s (NYC) Unincorporated Business Tax (UBT) was not a tax “imposed by and paid to another state,” as required...more

Spilman Thomas & Battle, PLLC

Decoded - Technology Law Insights, V 5, Issue 10, December 2024

Happy Holidays and welcome to our year-end issue of Decoded. We hope you enjoyed reading our technology law insights e-newsletter this year. We are already planning for 2025. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more

Sheppard Mullin Richter & Hampton LLP

No Move to Greener Pastures: Texas Business Court Holds Parties May Not Remove Pre-September 1, 2024 Cases to New Court System

In a significant early ruling, one of Texas’s newly established Business Courts addressed a key procedural question: whether pre-existing cases may be removed to the specialized forum. Judge Bill Whitehill’s October 30, 2024...more

Jones Day

Dutch Public Prosecution Office Publishes Rules on Self-Disclosure, Cooperation and Self-Investigation

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The Dutch Public Prosecution Office ("DPPO") has introduced a new policy (aanwijzing), effective 1 January 2025, outlining conditions and fine reductions for self-disclosure, cooperation and self-investigation in corporate...more

International Lawyers Network

Establishing a Business Entity in Austria (Updated)

1. Introduction - In principle any national citizen or foreign national is allowed to establish a business in Austria. A company is defined as a partnership of at least two persons (exceptions for limited liability...more

A&O Shearman

Delaware Court Of Chancery Holds Stockholder Vote Following Post-Trial Decision Cannot Retroactively Ratify A Transaction That...

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As we previously reported, in January 2024, the Court held in a stockholder derivative suit against the CEO and directors of a sustainable energy and electric vehicle company (the “Company”) that a record-setting $55.8...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss Federal Securities Class Action Against Subscription Streaming Services...

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On November 26, 2024, Judge Jon S. Tigar of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities fraud class action against a subscription streaming...more

Perkins Coie

Nationwide Injunction Against Corporate Transparency Act Enforcement: What To Know and What To Expect

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The U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction against enforcement of the beneficial ownership information reporting requirements of the Corporate Transparency Act (CTA)...more

A&O Shearman

Middle District Of Florida Denies Motion To Dismiss Federal Securities Action Against Retailer Holding Plaintiff Adequately...

A&O Shearman on

On December 4, 2024, Judge John L. Badalamenti of the United States District Court for the Middle District of Florida denied a motion to dismiss a putative securities fraud action against a retail company (the “Company”), its...more

Sheppard Mullin Richter & Hampton LLP

Indiana Appellate Court Rules Medical Company’s Non-Compete with Chief Operating Officer Overbroad and Unenforceable 

An Indiana appellate court recently declined to enforce an executive’s non-compete on the grounds that the covenant’s activity restriction was overbroad. In Med-1 Solutions, LLC v. Taylor (Opinion 24A-PL-450, November 25,...more

A&O Shearman

Transparency on Hold: FinCEN confirms a halt to Corporate Transparency Act reporting (for now)

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For the past week, millions of companies have been eagerly awaiting the Financial Crimes Enforcement Network’s (FinCEN) statement in response to the December 3, 2024 preliminary injunction that has halted enforcement of the...more

Woods Rogers

Corporate Transparency Act Enjoined: How should your company respond now?

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The reporting requirement of the Corporate Transparency Act (CTA) was preliminarily enjoined on December 3, 2024, by an Order of the U.S. District Court for the Eastern District of Texas. The Court issued a nationwide...more

A&O Shearman

Operating Management Incentive Plans (MIPs) globally: key issues

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In the dynamic landscape of global private equity, MIPs are a crucial tool for attracting, retaining, and motivating executive talent. In this article, we highlight key issues and practical tips for companies planning to...more

Leopard Solutions

Analyzing Partner Promotion Trends in Big Law: A Data-Driven Response to Shrinking Partner Classes

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As reports of shrinking Big Law partner classes circulate, such as those highlighted in a recent Law.com article, it’s essential to validate and contextualize these claims using broader datasets. Leopard Solutions’...more

Freeman Law

How to Compute the Texas Franchise Tax | Exceptions to Standard Computation

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In my most recent blog post, I finished going through the process for computing a taxable entity’s Texas Franchise Tax responsibility. That post can be found here. However, at the end of that post, I noted that there were...more

Blake, Cassels & Graydon LLP

Commentaires des ACVM sur l’information fournie par les émetteurs assujettis au sujet de l’IA et du changement climatique

Le 7 novembre 2024, les Autorités canadiennes en valeurs mobilières (les « ACVM ») ont publié l’Avis 51-365 du personnel des ACVM, Activités du programme d’examen de l’information continue pour les exercices terminés les 31...more

Kohn, Kohn & Colapinto LLP

Landmark UK Report Details Effectiveness of Whistleblower Awards

Whistleblower awards are empirically proven to strengthen the fight against financial crime, according to a report released on December 10 from the Royal United Services Institute (RUSI). The report builds upon a growing...more

Goodwin

Court of Appeal Considers Limited Partnership Dissolution in Flohr v Frontiers Capital: Winding Up Incomplete Where a Partnership...

Goodwin on

A recent case, Flohr v Frontiers Capital, has provided additional guidance on limited partnership dissolution. In this case, the Court of Appeal considered the scope of the statutory power of a partnership to do what is...more

Genova Burns LLC

Corporate Transparency Act (CTA) - Preliminary Injunction Suspends Enforcement Nationwide

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The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, mandates that almost all LLC owners submit annual beneficial ownership reports (BOI) to the Financial Crimes Enforcement Network (FinCEN). ...more

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