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Business Organization Updates

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Facilitation payments no longer permissible under Canadian anti-corruption law

by DLA Piper on

Canada's repeal of the "facilitation payments" exception in its foreign anti-corruption law widens the rift between the United States, which permits such payments, and the majority of other countries, which prohibit them....more

Legislative developments: Tech sector dodges blow and picks up limited win under tax reform bills—for now

by Dentons on

Technology sector startups and other emerging growth companies that typically rely on equity compensation to attract talent should be relieved—for now—by the Tax Cuts and Jobs Act bill (HR 1) passed by the House on November...more

Court of Chancery Confirms MFW Applies to Controlled-Company Sale With Disparate Consideration

In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...more

Wholesale insurance broker market study

by DLA Piper on

On 8 November, the Financial Conduct Authority (FCA) launched a competition market study into the Wholesale Insurance Broker market. The FCA's stated mission is to "ensure that wholesale markets demonstrate transparency,...more

Securities and Corporate Governance Update – November 2017

by Bryan Cave on

Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

Ninth Circuit: Federal Law Governs Substantive Consolidation, and Supreme Court’s Siegel Ruling Does Not Bar Consolidation of...

by Jones Day on

In Clark’s Crystal Springs Ranch, LLC v. Gugino (In re Clark), 692 Fed. Appx. 946, 2017 BL 240043 (9th Cir. July 12, 2017), the U.S. Court of Appeals for the Ninth Circuit ruled that: (i) the remedy of "substantive...more

Personal Planning Strategies - December 2017

by Proskauer Rose LLP on

2018 Estate, Gift and GST Tax Update: What This Means for Your Current Will, Revocable Trust and Estate Plan - As we previously reported, the American Taxpayer Relief Act of 2012 (the "Act") made the following permanent:...more

Cross-Border Bankruptcy Update: COMI Migration and Illegitimate COMI Manipulation Distinguished

by Jones Day on

With the significant increase in cross-border bankruptcy and insolvency filings in the 43 nations or territories that have adopted the UNCITRAL Model Law on Cross-Border Insolvency (the "Model Law"), including the U.S., the...more

In Brief: Bankruptcy Court Rules That It Has Constitutional Authority to Grant Nonconsensual Releases in Chapter 11 Plan

by Jones Day on

In In re Millennium Lab Holdings II, LLC, 2017 BL 354864 (Bankr. D. Del. Oct. 3, 2017), the U.S. Bankruptcy Court for the District of Delaware ruled that it had the constitutional authority to grant nonconsensual third-party...more

SEC Chief Accountant Offers Guidance to Audit Committees During Period of Change

by WilmerHale on

In a November 14 speech at the Financial Executives International 36th Annual Current Financial Reporting Issues Conference, SEC Chief Accountant Wesley Bricker commented on a range of topics, including effective financial...more

Considerations for Asian Fund Managers under the U.S. New Partnership Audit Regime

The Bipartisan Budget Act of 2015, as modified by the Protecting Americans from Tax Hikes Act of 2015, resulted in a fundamental change in the way the U.S. Internal Revenue Service (IRS) will conduct audits of collective...more

ESMA Provides Further Clarity on Initial Coin Offerings in Europe

by Latham & Watkins LLP on

Following our 7 November 2017 blog “Europe as a Hub for Initial Coin Offerings”, the European Securities and Markets Authority (ESMA) has published two statements on Initial Coin Offerings (ICOs). The statements underline...more

CAQ Report Shows ‘Encouraging’ Trends in Voluntary, Enhanced Audit Committee Disclosures

by WilmerHale on

The Center for Audit Quality and Audit Analytics recently released their 2017 Audit Committee Transparency Barometer. As in past years, the 2017 report “illustrates the continuing positive trend of audit committees...more

Federal Employment Taxes: Penalties and Interest

by McNair Law Firm, P.A. on

Employers that pay wages and other forms of compensation to their employees must comply with federal tax return filing and payment/deposit requirement. Employers that receive services from non-employee contractors and which...more

The SEC Enforcement Division 2017 Annual Report: Continued Focus On Individual Wrongdoers And Enhanced Protections For The “Main...

Almost a year into the new administration, the U.S. Securities and Exchange Commission’s Division of Enforcement released its annual report last week, providing a recap of the SEC’s enforcement results over the past 12...more

Senate Tax Proposal Provides Encouraging News for Wind

by Foley & Lardner LLP on

Senate Finance Committee Chairman Orrin Hatch recently released his Chairman’s Mark of the Tax Cuts and Jobs Act (Senate Proposal) in advance of the Senate Finance Committee markup scheduled to begin today. The Senate...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

Federal Income Tax Alert - BIG Changes in IRS Partnership Tax Audit Rules Coming in 2018

by GableGotwals on

Changes in federal tax law taking effect in 2018 will change procedure and shift liability for federal income tax determined to be due in Internal Revenue Service (“IRS”) audits of partnerships. Partnership agreements,...more

The Hidden Risks of MOFCOM’s Simplified Procedure

Three years ago, China’s Ministry of Commerce (MOFCOM) introduced a simplified merger review procedure to reduce the review time for transactions that do not pose significant competitive or industrial policy concerns in...more

Does ISS’ Voting Recommendations Reflect Analysis Or Consensus?

by Allen Matkins on

I always appreciate comments from readers of this blog. One reader responded to yesterday’s post concerning ISS opposition to classified boards: “You seem to be under the impression that ISS comes up with its guidelines...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Major Changes Proposed to UK Tax Regime for Non-resident Investors in UK Commercial Property

by Proskauer - Tax Talks on

The UK Government has announced in today’s Budget (22 November) that it is launching a consultation on extending the scope of UK tax on real estate. Currently, non-UK residents who are investors in UK land and buildings...more

Forced Labor and North Korean Workers: New Concerns for Importers

In Washington, D.C., the news this week focused on President Trump’s decision to designate (or redesignate) North Korea as a state sponsor of terrorism. For companies importing goods into the United States, developments this...more

ISS Releases Final Voting Policy Changes for 2018 Proxy Season

by Goodwin on

On November 16, 2017, Institutional Shareholder Services (ISS) released the final changes to its 2018 U.S. voting policies, which will be effective for meetings on or after February 1, 2018. ISS’s final changes include all of...more

Compliance Training for Third Parties Needs a Game Plan

by NAVEX Global on

More than half (58 percent) of organizations surveyed in NAVEX Global’s 2017 Ethics & Compliance Third-Party Risk Management Benchmark Report ranked their third-party programs as mature or advanced. This is encouraging, but...more

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