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Cadwalader, Wickersham & Taft LLP

Summer NAVigation, July 2025 - No Date, No Problem: Cayman Court Affirms Pre-Signed Share Transfer

As the NAV and Hybrid worlds continue to grow, the granting of security over shares in Cayman companies is becoming a more common feature of deals. One of the most frequent questions we hear from deal teams is why Cayman...more

Cadwalader, Wickersham & Taft LLP

No Need to Pile On: Delaware Court of Chancery Rejects LLC Books and Records Demand After Unitholder’s Months-Long Investigation

In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more

Mayer Brown

Delaware Law Alert: Long Live the Term Sheet—When Term Sheet Provisions Survive the Execution of Definitive Agreements

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Deal parties may be surprised to learn that a term sheet signed as part of early negotiations can, in some circumstances, continue to be binding after the execution of a definitive transaction agreement contemplated by the...more

K&L Gates LLP

Australia's New Merger Clearance Regime Begins: Government Confirms Notification Thresholds, Exceptions to Notification and...

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IN BRIEF - Australia's new competition merger clearance regime is now live. It can now be used on a voluntary basis and becomes mandatory from 1 January 2026 for all acquisitions of shares or assets that meet the monetary...more

Mayer Brown Free Writings + Perspectives

SEC Continues Focus on Regulation A

In what may be indicative of the Securities and Exchange Commission’s renewed focus on small business capital formation, one of the topics that the staff (the “Staff”) of the Commission’s Division of Corporation Finance (the...more

K&L Gates LLP

Back to the Drawing Board for Restructuring Plans—Part 26A of the UK Companies Act 2006

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Saipem & Ors v Petrofac Limited and Petrofac International (UAE) LLC [2025] EWCA Civ 821 - Executive Summary: Negotiating Leverage Handed to Out of the Money Creditors - In a sweeping decision, the UK Court of Appeal has...more

Hinshaw & Culbertson LLP

How Should Business Leaders Navigate the Dramatic Shifts in U.S Trade and Tariff Policy?

Hinshaw’s U.S. Trade, Tariffs, and State of the Economy Forum Will Help Provide Answers - In today’s rapidly changing global economy, U.S. business leaders are tasked with responding to quickly evolving U.S. trade policies...more

Holland & Knight LLP

Suirui International Ordered to Divest from Jupiter Systems

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President Donald Trump issued a presidential order (the Order) on July 8, 2025, retroactively prohibiting the acquisition of Jupiter Systems LLC, a Delaware limited liability company, by Suirui International Co. Ltd., a Hong...more

Thomas Fox - Compliance Evangelist

Compliance Tip of the Day: COSO Governance Framework - Part 5, People

Welcome to “Compliance Tip of the Day,” the podcast where we 5bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned...more

WilmerHale

What the GENIUS Act Means for Payment Stablecoin Issuers, Banks, and Custodians

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The US House of Representatives has passed stablecoin legislation as part of “Crypto Week” on Capitol Hill. S. 1582, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS or the Act), passed the US...more

Thomas Fox - Compliance Evangelist

Daily Compliance News: July 18, 2025, The Don’t Alter Docs Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News....more

Troutman Pepper Locke

The One Big Beautiful Bill Act: Initial Analysis of Key Provisions for the Real Estate Industry

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On July 4, 2025, President Donald Trump signed H.R. 1 into law, the budget reconciliation bill known as the One Big Beautiful Bill Act (the Act). As discussed in our prior alert released following the passage by the House of...more

ASKramer Law

Tax-Loss Harvesting Part I: Overview

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What is tax-loss harvesting? “Tax-loss harvesting,” in its simplest form, is the sale of a capital asset at a loss to “mop up” tax that would otherwise be due on capital gain from the sale of another capital asset. Capital...more

Jones Day

Qualified Small Business Stock Benefits Expanded in New Tax Bill

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The One Big Beautiful Bill Act expands the qualified small business stock benefits available to founders and investors....more

Fenwick & West LLP

SEC in Discussion with Exchanges to Ease Public Company Regulations

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The SEC is reportedly in discussions with Nasdaq and NYSE about ways to ease the burden of becoming—and remaining—a public company....more

Foster Garvey PC

One Big Beautiful Bill Act, H.R. 1 – 119th Congress (2025-2026): Part IV – The Qualified Business Income Deduction / Code Section...

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In this fourth installment of my multi-part series on the One Big Beautiful Bill Act (the “Act”), Steve Nofziger and I discuss a provision of the Act that impacts pass-through business entities and their owners, Code Section...more

Jones Day

Legal Questions for Your Sustainability Team #1

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This series of posts seeks to identify legal questions that can add definition and value to the good work that sustainability teams are doing....more

Goodwin

Online Filing of Section 83(b) Elections Is Here!

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Last year, the US Internal Revenue Service (IRS) released Form 15620 for taxpayers to make elections under section 83(b) of the Internal Revenue Code, an important part of US tax planning for founders, employees, board...more

Cooley LLP

Federal Tax Legislation Extends and Increases SALT Cap, Preserves PTET Workarounds

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The One Big Beautiful Bill Act (OBBBA), signed into law by President Donald Trump on July 4, 2025, introduces a revised approach to the limitation on deductibility of state and local taxes (SALT cap)....more

Morgan Lewis

New Texas Law Puts Proxy Advice Under the Microscope

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Texas Governor Greg Abbott recently signed into law S.B. 2337, marking a significant development in the increasing scrutiny of proxy voting as a focus of regulators targeting environmental, social, and governance (ESG)...more

Cooley LLP

Derivative Plaintiffs Cannot Obtain Discovery to Plead Demand Futility, According to Chancery Court

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When a company experiences an adverse event, it and its directors and officers are often subject to multiple shareholder lawsuits and demands. These matters proceed on different timelines, creating scenarios in which...more

Pillsbury Winthrop Shaw Pittman LLP

New UK Corporate Offense of “Failure to Prevent Fraud” Under Economic Crime and Corporate Transparency Act 2023: What Companies...

On September 1, the new Failure to Prevent Fraud offense will come into force, which has extraterritorial effect and significantly expands corporate liability for nine types of fraud committed by associated persons. The UK...more

Orrick, Herrington & Sutcliffe LLP

Prospectus Rules: Reformed

The Financial Conduct Authority (FCA) has finalised its rules for the new Public Offers and Admissions to Trading regime, which will replace the existing UK Prospectus Regulation from 19 January 2026. The publication of the...more

Cozen O'Connor

Missouri AG Investigates Proxy Advisors Over ESG and DEI Practices

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Missouri AG Andrew Bailey announced that his office is investigating and has filed parallel lawsuits against Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services (“ISS”), two major corporate proxy...more

Davidoff Hutcher & Citron LLP

Asset Protection 101 for New York Restaurant Owners with Real Estate Interests

Owning and operating a restaurant in New York comes with significant financial and legal responsibilities—especially when real estate is part of your investment portfolio. As a restaurant owner, you face unique risks that can...more

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