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Otten Johnson Robinson Neff + Ragonetti PC

A Continuing Saga of CTA Uncertainty

On February 27, 2025, FinCEN published guidance related to the Corporate Transparency Act (the “CTA”) taking the position that it would not “issue any fines or penalties or take any other enforcement actions against any...more

K&L Gates LLP

Trust But Verify (With a Minimum Investment Amount)

K&L Gates LLP on

On 12 March 2025, the SEC staff issued a no-action letter for offerings under Rule 506(c) of Regulation D. In the letter, the Staff concurs that an issuer will have taken “reasonable steps to verify” a purchaser’s accredited...more

K&L Gates LLP

United States: New Kid on Y’all’s Block

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On 31 January 2025, the Texas Stock Exchange LLC (TXSE) filed a registration statement with the US Securities and Exchange Commission (SEC) to operate as a fully electronic, national securities exchange....more

Robins Kaplan LLP

A New York Partnership?

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In determining whether parties are, in fact, in a partnership depends on the conduct of the parties. Titles, labels, and disclaimers are often meaningless. Consider this scenario: In a New York City bar, two successful...more

DLA Piper

SEC Permits Rule 506(c) Accredited Investor Verification with Self-Certification

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The US Securities and Exchange Commission (SEC) has published no-action guidance providing clarity to issuers relying on Rule 506(c) of Regulation D – an exempt offering pathway that permits issuers to publicly advertise an...more

Hinshaw & Culbertson - Privacy, Cyber & AI...

New CPPA Decision Means Businesses Must Review Their Privacy Compliance Processes and Consent Management Tools

The California Privacy Protection Agency (CPPA) issued a settlement order on March 12, 2025, with an vehicle manufacturer regarding its investigation of its privacy practices, where it agreed to a $632,500 settlement for 150...more

Oberheiden P.C.

Regulation CF: An Ultimate Guide to the SEC’s Crowdfunding Regulation

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Early crowdfunding often broke securities laws due to unregistered offerings. In 2015, the SEC's Regulation Crowdfunding (Regulation CF) addressed this, stemming from the JOBS Act. It provides an exemption for certain...more

Thomas Fox - Compliance Evangelist

Innovation in Compliance: Nikki Rausch on Harnessing Relationships for Sales and Effective Compliance

Innovation comes in many areas, and compliance professionals need to be ready for it and embrace it. Join Tom Fox, the Voice of Compliance, as he visits with top innovative minds, thinkers, and creators in the award-winning...more

Opportune LLP

Finding the Right Change Management Techniques

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Change isn’t just a hurdle to overcome; it’s a vital part of continued business success. Yet despite a wide range of change management models, tools, and techniques, many organizations still struggle with failed...more

Seward & Kissel LLP

SEC Extends Compliance Dates for Amendments to Names Rule

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Who may be interested: Registered Investment Companies; Investment Advisers; Boards of Directors; Compliance Officers - Quick Take: The SEC recently announced a six-month extension of the compliance dates for amendments to...more

Dechert LLP

Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers

Dechert LLP on

In 2024, plaintiffs filed 36 securities class action lawsuits against non-U.S. issuers, up by three from the 33 filings in 2023. Also last year, courts rendered 22 decisions resolving motions to dismiss securities class...more

Miller Canfield

Are Wages for Research Credit Purposes Limited to “Reasonableness?”

Miller Canfield on

Smith v. Commissioner, a pending research credit case in the United States Tax Court, presents an issue of first impression: Is a partner’s self-employment income in a partnership allowable as a qualified research expense...more

Thomas Fox - Compliance Evangelist

Compliance Tip of the Day: Corporate Leaks and Compliance

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

McDermott Will & Emery

Unclaimed Property Laws and the Health Industry: Square Peg, Round Hole

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Likely due to the tremendous number of healthcare mergers, acquisitions, and private equity deals that have been taking place, the industry has recently been the target of multistate unclaimed property audits. This increased...more

A&O Shearman

Southern District Of New York Grants Motion For Judgment On The Pleadings In Securities Class Action Against Software Company

A&O Shearman on

On March 7, 2025, Judge John P. Cronan of the Southern District of New York granted a motion for judgment on the pleadings in a putative class action asserting claims under Sections 11 and 15 of the Securities Act of 1933...more

A&O Shearman

New York State Court Finds Violation Of Donnelly Act Stemming From Ski Area Acquisition

A&O Shearman on

On February 26, 2025, the Supreme Court of the State of New York, County of Onondaga, rendered a decision involving an alleged anticompetitive acquisition under New York’s Donnelly Act. This decision demonstrates the...more

Conyers

Cayman Islands: Legitimate Interest Access of Beneficial Ownership

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The Beneficial Ownership Transparency (Legitimate Interest Access) Regulations, 2024 commenced on 28 February 2025. Under these Regulations, the Cayman Islands Registrar (the “Registrar”) may provide access to the information...more

Dorsey & Whitney LLP

NYSE American Amends Shareholder Approval Requirements

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The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more

HaystackID

Jaguar Land Rover Breach Highlights Growing Cybersecurity Risks in Automotive Sector

HaystackID on

A major cyberattack on Jaguar Land Rover (JLR) has cast a spotlight on the persistent threat of ransomware targeting global corporations. The HELLCAT ransomware group is behind this latest breach, exposing internal documents,...more

IR Global

Corporate Transparency Act – Reporting Obligations are Back in Effect

IR Global on

The Financial Crimes’s Enforcement Network of the U.S. Treasury Department (“FinCEN”) Beneficial Ownership Information (“BOI”) reporting obligations under the Corporate Transparency Act (“CTA”) are once again back in effect....more

Offit Kurman

Creative Ways to Avoid Litigation

Offit Kurman on

When disputes arise, parties very often go straight to filing a lawsuit. Sometimes, that tactic can be effective. However, it may not be so effective for those individuals or small businesses seeking to minimize costs. Costs...more

Benesch

Illinois Cannabis Outlook 2025: Where Are We and Where Are We Going?

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The past year for the Illinois cannabis industry revealed continuing tensions and disparity between the rosy picture painted by officials; the reality for businesses on the ground; and the downstream impact to patients and...more

Ropes & Gray LLP

Share Class Structures for Mutual Funds/ ETFs: How Fund Groups Can Begin Preparing for Anticipated SEC Exemptive Relief

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This white paper is intended to guide and inform registered funds, their sponsors and other service providers and their boards (“Boards”) as they prepare to take advantage of potentially forthcoming exemptive relief (the...more

Vinson & Elkins LLP

Should You Consider Texas as Your Jurisdiction for a U. S. Corporation?

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In the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC Resolves Uncertainty around Verification Requirement for Private Offerings under Rule 506(c)

On March 12, 2025, the Division of Corporation Finance (the “Division”) of the SEC issued a no-action letter (the “No-Action Letter”) providing new guidance on Rule 506(c) of Regulation D under the Securities Act....more

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