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Business Organization Updates

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Washington Supreme Court Upholds Rule That Property Owner and General Contractor Are Not Indispensable Parties in a Lien...

by Lane Powell PC on

On January 18, 2018, the Washington Supreme Court has clarified any misunderstanding about the necessary parties in a mechanic’s lien foreclosure action when a lien release bond has been posted. In Inland Empire Dry Wall...more

Day 20 of 31 Days to a More Effective Compliance Program-Responding to Investigative Findings

by Thomas Fox on

There is nothing like an internal whistleblower report about a FCPA violation, the finding of such an issue or (even worse) a subpoena from the DOJ to trigger the Board of Directors and senior management attention to the...more

UK Conduct Regulator Bans RBS Trader for Manipulation of Japanese Yen LIBOR

by Shearman & Sterling LLP on

The Financial Conduct Authority published a Final Notice in relation to Neil Danziger, a former RBS interest rate derivatives trader, in connection with his involvement in the manipulation of Japanese Yen LIBOR. The FCA...more

CFTC Proposes Interpretation of “Actual Delivery” for Virtual Currencies

by Latham & Watkins LLP on

The proposed interpretation would further clarify the CFTC’s jurisdiction over virtual currency platforms that facilitate retail commodity transactions. On December 15, 2017, the US Commodity Futures Trading Commission...more

Impact of US Tax Reform on Mergers and Acquisitions: New Opportunities and Pitfalls

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Issues for Compensation Committees to Consider When Grappling With Changes to 162(m) and the Death of the Performance-Based...

As much has been written regarding the repeal of the performance-based exception to the $1 million dollar deduction limitation under Code Section 162(m) under the Tax Cuts and Jobs Act (the Act), we have highlighted certain...more

UK Prudential Regulation Authority Publishes Expectations on Disclosures of Expected Credit Loss Under IFRS 9

by Shearman & Sterling LLP on

The UK Prudential Regulation Authority has published a "Dear CFO" letter that was sent to the Chief Finance Officers of larger UK-headquartered credit institutions. The "Dear CFO" letter sets out the PRA's expectations as to...more

BitConnect and the Advent of State Securities Enforcement Over ICOs

by Goodwin on

In the wake of the SEC’s clarifying guidance in Munchee regarding the application of the federal securities laws to initial coin offerings (“ICOs”), there has been increased activity among both federal and state regulators as...more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Insurance for Cryptocurrencies: Tips for Maximizing Coverage

by Goodwin on

We share some practical tips and key considerations for cryptocurrency-related insurance issues below. Retain a Good Broker - An obvious starting point is choosing a well-regarded insurance broker with a deep bench of...more

Where Is A Holding Company's Principal Place Of Business?

by Allen Matkins on

Businesses often prefer to have their cases tried in federal court, but the U.S. District Courts are courts of limited jurisdiction. When there is no federal question at issue, the Court's jurisdiction may depend on whether...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Focus on Restructuring Processes: CVAs and Liquidation in the context of Carillion

by Dechert LLP on

In recent months certain restructuring processes have gained quite some notoriety in press headlines in connection with a number of UK businesses. This article provides secured lenders with a brief recap on the key points to...more

Small & Mid-Cap Public Company Update: 2018 Annual Report and Proxy Season Highlights

by Williams Mullen on

With 2017 being another active year for regulators and governance activists, Small & Mid-Cap Public Companies should be aware of the following changes and trends for the upcoming reporting season....more

Caveat Emptor: Are Lengthier EC Merger Reviews the New Norm?

As merger reviews become more thorough and document-intensive, companies planning to engage in global M&A deals in 2018 should factor potentially lengthier merger reviews by the European Commission (EC) into their deal...more

Double Jeopardy Argument Fails in Ponzi Fraud

by Bennett Jones LLP on

In R. v. Samji, 2017 BCCA 415 [Samji], the B.C. Court of Appeal decided that a $33-million administrative monetary penalty (AMP) assessed by the province’s Securities Commission against a person who had run a massive Ponzi...more

AML extended to digital currencies - The 'Bitcoin amendments'

by Dentons on

Digital currency providers will soon be required to adhere to the AML/CTF standards required for remittance sector providers. Providers will be required to...more

An In-Depth Look at the Impact of US Tax Reform on Mergers and Acquisitions

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Disposition of a Partnership Interest Now Subject to Tax Withholding

by K&L Gates LLP on

The new Tax Cut and Jobs Act of 2017 (the “Act”) contains a provision that is of great importance to any persons buying or selling an interest in a partnership. New Section 864(c)(8) of the U.S. Internal Revenue Code (the...more

What Is the Impact of Tax Reform on US Wind Tax Equity Deals?

A Word About Wind has published our article What Is the Impact of Tax Reform on US Wind Tax Equity Deals? in its blog (subscription required) and newsletter. ...more

Blog: Get used to it— “lap dog” may now be a favored adjective in shareholder proposals

by Cooley LLP on

From here on out, I guess you can count on seeing your directors described as “lap dogs” in some shareholder proposals or, more accurately, nascent or possible lap dogs. (That helps, doesn’t it?) That’s because, in three...more

Nate Smithson Provides an Update on Tax Reform

by Jackson Walker on

Jackson Walker partner Nate Smithson has prepared an updated guide to tax reform which reflects the senate’s newly-proposed tax bill. The guide covers tax brackets, deductions, capital gains, and other relevant topics in tax...more

Changes to the UK Takeover Code—Asset Sales and Other Matters

by Shearman & Sterling LLP on

On 8 January 2018, changes were made to the U.K. Takeover Code (the “Code”) which: (i) for the first time, expand the application of the Code to certain “asset” transactions taking place in “offer situations”, (ii) require...more

Financial Regulatory Developments Focus - January 2018 #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

Delaware Court Of Chancery Declines To Compel Production Under The Garner Privilege Exception

by Shearman & Sterling LLP on

On January 10, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to compel the production of attorney-client privileged documents under the Garner doctrine in the context of direct breach of...more

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