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Thomas Fox - Compliance Evangelist

31 Days to a More Effective Compliance Program: Day 24 - Internal Reporting and Triage

Welcome to 31 Days to a More Effective Compliance Program. Over this 31-day series in January 2026, Tom Fox will post a key component of a best-practice compliance program each day. By the end of January, you will have enough...more

Haynes Boone

Fifth Circuit Rejects “Passive Investor” Test for Limited Partner Exception from Self-Employment Tax

Haynes Boone on

On January 16, 2026, the U.S. Court of Appeals for the Fifth Circuit rejected the “Passive Investor” test used by the Tax Court in Soroban Capital Partners LP v. Commissioner (“Soroban”) and determined that limited partners...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reverses Court of Chancery in Moelis Stockholder - Agreement Dispute

In a unanimous en banc decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling invalidating significant governance provisions of Moelis & Co.’s stockholder agreement. The Court concluded that the...more

Ropes & Gray LLP

IRS Finalizes New Group Tax Exemption Procedures: Implications for Existing and Prospective Group Rulings

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On January 16, 2026, the Department of Treasury and the IRS released Notice 2026-8 and Revenue Procedure 2026-8 and resumed (effective January 20, 2026) the nearly 5 ½ year suspension on issuing new group tax exemption...more

Offit Kurman

M&A Nugget: Qualified Small Business Stock Update

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In 1993, Congress passed a tax law intended to incentivize entrepreneurs to invest in early-stage companies. This tax law, often referred to as QSBS (Qualified Small Business Stock) allows stockholders to exclude from tax a...more

Vinson & Elkins LLP

Delaware Supreme Court’s Earnout Decision Reinforces Primacy of Contract and Illustrates the Limits of the Implied Covenant

Vinson & Elkins LLP on

On January 12, 2026, the Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors LLC, No. 490, 2024, 2026 WL 89452 (Del. Jan. 12, 2026), largely affirming and reversing in part a Court of...more

Warner Norcross + Judd

Warner Wins at Sixth Circuit Court of Appeals, Clarifying Directors’ Heightened Fiduciary Duties in Closely Held Corporations

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On Jan. 15, 2026, the U.S. Court of Appeals for the Sixth Circuit issued a published opinion in Boyd v. Northern Biomedical Research, Inc., clarifying the fiduciary duties directors owe to minority shareholders in a closely...more

Latham & Watkins LLP

UK Government Consults on Significant Legislative Changes to Merger Control Regime

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The consultation aims to make jurisdictional thresholds more predictable, enhance the CMA’s political accountability, and improve interactions between businesses and the regulator....more

Hogan Lovells

Luxembourg - New attractive carried interest regime

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On 22 January 2026, the Luxembourg parliament adopted a reform of the carried interest regime (the “Law”)1, aiming at extending its benefits, making it more attractive, and clarifying its tax treatment. This reform2,...more

Morgan Lewis

Fifth Circuit Rejects ‘Passive Investor’ Test for Limited Partner Exception to Self-Employment Tax

Morgan Lewis on

On January 16, 2026, the US Court of Appeals for the Fifth Circuit became the first federal appellate court to interpret the “limited partner” exception from self-employment tax under Section 1402(a)(13) of the Internal...more

Pillsbury Winthrop Shaw Pittman LLP

New Executive Order Seeks to Limit Stock Buy Backs and Executive Compensation for Underperforming Defense Contractors

The Executive Order directs the U.S. Department of War to review defense contractor performance and certain financial practices tied to stock buybacks, dividends and executive pay....more

Hone Maxwell

What Are the Options for Closing a Suspended CA LLC?

Hone Maxwell on

Suspended California LLCs create significant compliance problems for owners, especially foreign single-member owners like non-US residents who formed the entity but ended up abandoning it after it was formed....more

Kerr Russell

Is Being a Shareholder ‘In Name Only’ a Problem?

Kerr Russell on

Question: I was recently approached by a company manufacturing certain dental appliances. This company also has “therapy programs” it has developed for sale to patients. It was explained to me that the company desired to...more

Winstead PC

Raising Capital Through Private Placements Under Regulation D

Winstead PC on

When a company is looking to raise third-party capital, it will frequently sell equity in the form of securities issued by the company. The U.S. Securities Act of 1933 (as amended, the “Securities Act”) prohibits the sale of...more

Thomas Fox - Compliance Evangelist

31 Days to a More Effective Compliance Program: Day 23 - Investigative Protocols

Welcome to 31 Days to a More Effective Compliance Program. Over this 31-day series in January 2026, Tom Fox will post a key component of a best-practice compliance program each day. By the end of January, you will have enough...more

White & Case LLP

Luxembourg Confirms A Clear And Competitive Carried Interest Framework

White & Case LLP on

Luxembourg has formally adopted its new carried interest regime on 22 January 2026, marking a key milestone in the modernisation of its tax framework for private capital and asset management. This adoption follows the...more

Thomas Fox - Compliance Evangelist

AI Today in 5: January 23, 2026, The Greatest AI Challenge Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In...more

Davis Wright Tremaine LLP

Food Venture Financing News – Weekly Issue No. 268

Food Venture Financing Trends - Tapatio hot sauce is being acquired by private equity firm Highlander Partners for an undisclosed amount....more

Walkers

Amendments to Companies (Jersey) Law 1991 approved

Walkers on

The Jersey States Assembly has approved amendments to the Companies (Jersey) Law 1991 aimed at reinforcing its position as a leading international financial centre....more

Thomas Fox - Compliance Evangelist

Daily Compliance News: January 23, 2026, The Lying Liars Who Lie 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

Morgan Lewis

NYSE American Proposes Tightening Initial Listing Liquidity Standards to Align with Nasdaq Framework

Morgan Lewis on

On January 8, 2026, NYSE American LLC filed a proposed rule change with the SEC to amend the provisions of the NYSE American Company Guide governing initial listing standards. If approved, the amendments would represent a...more

Morrison & Foerster LLP

Executive Compensation and Governance Action Items and Considerations Following Executive Order “Prioritizing the Warfighter in...

On January 7, 2026, the president issued an Executive Order titled “Prioritizing the Warfighter in Defense Contracting” (the “Order”). The Order directs the Department of War and other agencies to take immediate and...more

A&O Shearman

Dutch House Of Representatives Adopts Bill On Digital General Meeting

A&O Shearman on

This bill, which was adopted by the House of Representatives on 16 December 2025, facilitates the fully digital general meeting for NVs, BVs, associations, cooperatives and mutual insurance companies, in addition to the...more

Holland & Knight LLP

Once a Private Securities Transaction, Now an Outside Business Activity?

Holland & Knight LLP on

The Financial Industry Regulatory Authority (FINRA) on January 14, 2026, filed a proposed rule change with the U.S. Securities and Exchange Commission (SEC) to adopt FINRA Rule 3290 (Outside Activities Requirements). The...more

Fenwick & West LLP

Building an Exit-Ready IP Profile: Considerations for Companies Attending JPM and Beyond

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As life sciences companies mature, intellectual property often becomes both their most valuable and most scrutinized asset. Whether you’re entering a collaboration, pursuing a crossover round, or preparing for acquisition,...more

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