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THE LATEST: Antitrust Remains in Political Crosshairs for 2018 Midterm Elections

by McDermott Will & Emery on

WHAT HAPPENED: ..Senator Elizabeth Warren (D-MA) gave a speech at the Open Markets Institute on December 6 entitled “Three Ways to Remake the American Economy for All”, in which she repeatedly positioned antitrust policy...more

SEC Updates Financial Reporting Manual (Again)

On December 1, 2017, the SEC’s Division of Corporation Finance updated its Financial Reporting Manual for the following changes...more

Name Is “Psychological Safety” but My Friends Call Me Culture

by NAVEX Global on

As a Millennial, I spend most of my money on avocados and read a lot about tech and entrepreneurship. The latter has led me to stumble across something called “psychological safety,” the former, to a lifetime of over paying...more

The Data Report: Data Security for Travelers

by Bilzin Sumberg on

This week on The Data Report, Litigation attorney Jay Ward discusses data security for travelers. He highlights tips for maintaining your privacy while on the road, including using a VPN and only accessing webmail from a...more

The Waiting Game: When, Why, and How to File with CFIUS in a New Era of Investment Scrutiny

The other day I spoke to a colleague at the U.S. Department of the Treasury who works in the Office of Investment Security and said, “I heard CFIUS filings were going to break last year’s record total.” He just laughed. He...more

Transitions in the Family Business: Hope Is Not a Strategy

If last week’s post summarizing the third panel from the Transitions in the Family Business: A Conversation with Family Business Owners and Leaders event piqued your interest in selling a family-owned business, you may have...more

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

Financial Regulatory Developments Focus - December 2017 #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

SDNY Bankruptcy Court Rejects Non-Consensual Third-Party Releases

Third-party releases attract significant attention and debate in Chapter 11 cases. A Southern District of New York bankruptcy court recently weighed in on this hot topic and issued a decision in In re SunEdison, Inc., et al.,...more

Partnerships and Limited Liability Companies Take Note: Significant Changes in IRS Audit Procedures Take Effect January 1, 2018

by Pullman & Comley, LLC on

Under pre- 2018 rules, when a partnership (which for this Client Alert will include a limited liability company which is taxed as a partnership) was audited by the IRS, one of the partners acted as the “Tax Matters Partner”...more

Did The Legislature Grant A License To Lie To The Cannabis Industry?

by Allen Matkins on

An entire division of California’s Business & Professions Code is devoted to a single plant genus – Cannabis. The official name of the division is the “Medicinal and Adult-Use Cannabis Regulation and Safety Act” aka the...more

Saudi Arabia Update – November and December 2017

by Dentons on

Legal developments - Saudi Arabia anti-corruption drive and protection of corporates - In the wake of Saudi Arabia’s headline-grabbing anti-corruption drive in November, Crown Prince Mohammed bin Salman instructed the...more

The Impact of Pending Tax Reform on Executive Compensation: The Need for Deductive Reasoning

by Latham & Watkins LLP on

Proposed US tax reform may impact the deductibility of executive compensation programs and companies should evaluate any potential tax planning opportunities in 2017 and the impact of the proposed changes going...more

New Revenue Recognition Standard-Part IV, Auditors Need to Be Aware

by Thomas Fox on

Matt Kelly and I have put together a five-part podcast series where we explore implications of this new revenue recognition standard. In this episode IV, we consider auditors and the new revenue recognition standard,...more

Across the Board-Episode 10 Sheila Hooda on Board Culture

by Thomas Fox on

In this episode, I visit with Sheila Hooda on culture on a Board of Directors and how Boards can drive culture throughout an organization. Some of the topics we highlight are the following: 1. What is good Board culture?...more

'Tis the Season: W-2 Phishing Scams Likely to Resurface After the New Year

by Murtha Cullina on

W-2 phishing season is just a few weeks away. For the past several tax seasons, cyber criminals have duped hundreds of payroll departments into providing W-2 information on their employees, which results in the filing of...more

SEC Charges Firm Selling Digital Coins With Sale of Unregistered Securities

by Dorsey & Whitney LLP on

The creation of a unique digital coin or token such as Bitcoin, Ether or fiat currency tied to blockchain or cryptographically-secured ledger has become a controversial but expanding form of payment in some circles. Some...more

The U.S. Justice Department’s Latest Compliance Program Warning

U.S Deputy Attorney General Rod Rosenstein recently announced the Department of Justice’s revised corporate enforcement policy for the Foreign Corrupt Practices Act. The revised policy is based on an FCPA pilot program (in...more

Court Of Chancery Expands MFW To Recapitalization

by Morris James LLP on

IRA Trust FBO Bobbie Ahmed v. Crane, C.A.. 12742-CB (December 11, 2017) - This is an important decision because it extends the holding of MFW to a stock reclassification. Under the 6-part test of MFW, the business judgment...more

Court Of Chancery Enforces Oral Agreement To Add Directors

by Morris James LLP on

Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more

Court Of Chancery Explains Conspiracy Jurisdiction

by Morris James LLP on

Perry v. Neupert, C.A. 2017-0290-VCL (December 6, 2017) - The conspiracy theory of jurisdiction developed in the Istituto Bancario decision is often misunderstood, for good reasons....more

Court Of Chancery Applies Limitations Outside Of Arbitration

by Morris James LLP on

HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) - This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more

Large Whistleblower Award to Non U.S. Person- Lessons for Anti-Corruption Compliance Programs

On December 5, 2017 the Securities and Exchange Commission (“SEC”) awarded more than $4.1 million to a whistleblower for alerting the SEC to a multi-year securities fraud engaged in by his employer. The award is significant...more

Court Of Chancery Denies Receivership Petition For Failure To Prove Insolvency

by Morris James LLP on

In re: Geneius Biotechnology Inc., C.A. 2017-0297-TMR (December 8, 2017) - This decision explains what is needed to prove a corporation is insolvent so that a receiver should be appointed for it....more

Top 10 Topics for Directors in 2018

EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more

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