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Farrell Fritz, P.C.

Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

Farrell Fritz, P.C. on

It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

DLA Piper on

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Mayer Brown Free Writings + Perspectives

SEC Small Business Advisory Committee to Consider the Market Impact and Challenges of Regulation A

The Securities and Exchange Commission’s (SEC) Small Business Capital Formation Advisory Committee (the “Committee”) will meet on May 6, 2025 to consider the market impact and challenges associated with Regulation A....more

K&L Gates LLP

What Legal Services Providers Need to Learn From OFSI's Legal Services Threat Assessment

K&L Gates LLP on

In its first-ever threat assessment of the UK legal sector, the UK’s Office of Financial Sanctions Implementation (OFSI) has raised red flags with regards to suspected sanctions breaches involving UK legal services providers...more

Pillsbury Winthrop Shaw Pittman LLP

CTA Deadline Approaching for Foreign Reporting Companies

The Corporate Transparency Act (CTA) was adopted by Congress in January 2021 and became effective on January 1, 2024. Under the CTA and the initial regulations implementing it, “reporting companies” (corporations, LLCs,...more

Bradley Arant Boult Cummings LLP

Spring Fever for Private Company Investors: Avoid Investing When Red Flags Are Discovered in the Company’s Garden

We have been enjoying a nice spring in Dallas – moderate temperatures, not too much rain and mostly sunny skies. In the investing world, these conditions signal that the time is ripe for a private company investment. But just...more

Conyers

Sunrise Radio Considered – Is a Debt-for-equity Swap Carried Out at an Undervalue Unfairly Prejudicial?

Conyers on

On 27 March 2025, the Eastern Caribbean Supreme Court, sitting in the Territory of the Virgin Islands, handed down its decision in BVIHCMAP2024/0002 Amstel Investment Holdings Limited and others v AMS Holdings Limited and...more

Venable LLP

Chancery Court Dismisses Equitable Challenge to Advance Notice Bylaws as Unripe

Venable LLP on

Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more

WilmerHale

Washington Enacts Broad Premerger Notification Law: The Cutting Edge of State Merger Review

WilmerHale on

On April 4, 2025, Washington became the first state to enact the Uniform Antitrust Premerger Notification Act (Model Act), requiring parties to certain notifiable transactions under the Hart-Scott-Rodino Antitrust...more

Tarter Krinsky & Drogin LLP

Changes to The Corporate Transparency Act Bring Major Shift to U.S. Reporting Requirements

Domestic Entities No Longer Required to Disclose Beneficial Ownership Information - The U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule on March 21, 2025 (effective...more

Offit Kurman

How Buy-Sell Agreements Can Help Prevent a Messy Business Divorce

Offit Kurman on

Just like any kind of relationship, not all business partnerships are built to stand the test of time. They can sour just as easily as a romantic partnership or friendship as vision and long-term goals diverge, financial...more

Gardner Law

What's on File Could Be on Trial - Mastering Documentation Risk

Gardner Law on

Every document your employees create—emails, text messages, meeting notes, voicemails—has the potential to become critical evidence in litigation. In today’s legal environment, even casual communications can expose your...more

Goodell, DeVries, Leech & Dann, LLP

Attorneys Must Clarify Their Role to Clients

Earlier this year, the ABA Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 514 addressing a lawyer’s obligations for advising an organizational client when the advice might also be relied...more

A&O Shearman

FCA update on PISCES and pre-application support

A&O Shearman on

The UK Financial Conduct Authority (FCA) has published an update on the Private Intermittent Securities and Capital Exchange System (PISCES) sandbox, following the consultation in December 2024 (CP24/29). PISCES will be a new...more

Ankura

Remediation Happens: How To Identify, Mitigate and Resolve Related Risks

Ankura on

Remediation occurs for a host of reasons. You may identify remediation risk from internal activities (e.g., an audit, a control break) or external activities (e.g., a complaint, a regulatory exam, a lawsuit). Sometimes a...more

ArentFox Schiff

Non-Cannabis Brands Capitalizing on Cannabis Culture: Marketing Opportunities for 4/20 and Beyond

ArentFox Schiff on

As 4/20 approaches, the cannabis industry is aflame with trends and opportunities that extend beyond traditional boundaries. Recent insights reveal a dynamic shift in consumer behavior and consumption methods, offering an...more

Allen Barron, Inc.

Many Business Owners Undervalue Accounting

Allen Barron, Inc. on

Why do many business owners undervalue accounting and the profound financial impact it can have on your business operations and profit? Business in 2025 moves at an incredible rate of speed, and the complexities of managing...more

Bradley Arant Boult Cummings LLP

Cannabis Day: Top 10 Weed Roundup of Budding Trends’ Trendiest Blog Posts of the Year

As the hallowed cannabis holiday for stoners-turned-business-entrepreneurs falls upon us, we find ourselves in the shifting sands of change in the cannabis industry as usual. Not surprisingly, many states have seen...more

Opportune LLP

The Ultimate Guide for M&A Success: How People Power Deals

Opportune LLP on

Mergers and acquisitions (M&A) often come with bold promises, streamlined operations, enhanced market share, and increased profitability. But here’s the hard truth: more often than not, these promises fall short. Studies show...more

Seyfarth Shaw LLP

The Week in Weed: April 2025 # 3

Seyfarth Shaw LLP on

Welcome back to The Week in Weed, your Friday look at what’s happening in the world of legalized marijuana. This week, we see that the DEA’s rescheduling hearing is still pending. Germany’s cannabis program is likely to...more

Bass, Berry & Sims PLC

FinCEN Interim Final Rule Signals End of Domestic Entities’ CTA Reporting Obligations

Bass, Berry & Sims PLC on

After almost 18 months of uncertainty and confusion with respect to the implementation and enforcement of the Corporate Transparency Act (CTA), on Friday, March 21, the U.S. Department of Treasury’s Financial Crimes...more

Woodruff Sawyer

Will SPACs Benefit From Recent DGCL Amendments?

Woodruff Sawyer on

In the last edition of the SPAC Notebook, we examined the current risks to SPACs incorporating in the Cayman Islands. In this edition, we turn our focus to Delaware and its new set of amendments to the Delaware General...more

Paul Hastings LLP

SEC Signals Adoption of Innovative Co-Investment Exemptive Relief

Paul Hastings LLP on

The Securities and Exchange Commission’s Division of Investment Management (SEC) recently issued public notices indicating its imminent decision to grant several applications for a new form of exemptive relief for certain...more

Blank Rome LLP

Massachusetts Court Subjects Nonresident to Income Tax on Gain from Stock Sale

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In a decision with troubling potential implications, a Massachusetts appellate court held that a nonresident individual was subject to Commonwealth income tax on capital gain from the sale of his stock in the corporation that...more

Davidoff Hutcher & Citron LLP

Handling Partner Expulsions in Restaurant Businesses: A Legal Guide

Partnership conflicts can arise in any restaurant business, and in some cases, the only solution is expelling a partner. However, removing a business partner is a complex legal process that must be handled carefully to avoid...more

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