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Goodwin

State Healthcare Transaction Notification Laws - Indiana

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Key Takeaways - ..Requires parties to provide notice to the Indiana Attorney General (“IN AG”) relating to certain mergers or acquisitions between an Indiana “health care entity” and another health care entity with total...more

Holland & Knight LLP

IRS Rules Utility's NOL Carryforward Cannot Be Reduced by Tax Allocation Payments

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The IRS recently issued private letter ruling (PLR) 107770-22 that involved a normalization issue of first impression, namely, whether payments received by a utility pursuant to an intercompany tax allocation agreement (TAA)...more

Hudson Cook, LLP

CFPB Takes Action Against Fintech Company for Alleged Withholding of Consumer Refunds

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On May 7, 2024, the CFPB imposed a total of $4.6 million in redress and fines on the Company for allegedly withholding account-closure refunds to its consumers for an unreasonable amount of time....more

Stark & Stark

99 Cents Only Is Not Enough to Avoid Chapter 11 Bankruptcy

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​​​​​​​Number Holdings, Inc. the parent company of 99 Cents Only Stores LLC (“99 Cents” or the “Company”), an extreme value retail store operator, along with several affiliates, filed for Chapter 11 bankruptcy protection in...more

Kaufman & Canoles

ESOPs & Employee Benefits Q1 2024 Client Update

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On behalf of the ESOPs & Employee Benefits team, we hope you’re enjoying the first days of Spring, when the longer days allow more time to ponder the ever-changing landscape of employee benefits compliance. Please find below...more

Goodwin

FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule...

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This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more

Ballard Spahr LLP

Think Your Large Organization Is Exempt From the CTA? Think Again

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Although large organizations are generally exempt from filing under the Corporate Transparency Act (CTA), companies must perform a careful analysis to determine whether they have reporting obligations for certain subsidiaries...more

Skadden, Arps, Slate, Meagher & Flom LLP

Political Contribution Disclosure Rules in Illinois, Maryland, New Jersey, Pennsylvania, Philadelphia and Rhode Island

The following summarizes periodic pay-to-play reporting requirements under laws in Illinois, Maryland, New Jersey, Pennsylvania, Philadelphia and Rhode Island. Certain companies must file reports regarding their business...more

BCLP

First “Insider Trading” Case Goes From Bad to Worse for CFTC

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On January 8, 2024, the U.S. Court of Appeals for the Fifth Circuit reversed a jury’s verdict in a Commodity Futures Trading Commission (“CFTC”) enforcement action against EOX Holdings, L.L.C. (“EOX”) and its employee, Andrew...more

Troutman Pepper

FERC Finds Affiliation Between J.P. Morgan Investment and Mankato Companies

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On September 21, 2023, the Commission found that J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) is an affiliate of Mankato Energy Center, LLC and Mankato Energy Center II, LLC (“Mankato Companies”) through...more

Jones Day

FERC Affirms Expansion of its Affiliate Rules, Reflecting Greater Scrutiny Over Investments in Public Utilities

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The Federal Energy Regulatory Commission ("Commission" or "FERC"), sustaining a previous order, holds that the appointment of a non-independent director by an investor to a utility's board creates a per se affiliate...more

Latham & Watkins LLP

FCA Consults on Revamped Guidance for Financial Promotions on Social Media

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Regulator clarifies that existing FCA rules will continue to apply but will also reflect the evolving landscape of financial promotions on social media. On 17 July 2023, the FCA published a guidance consultation (GC23/2)...more

Benesch

DCD Compels Arbitration for TCPA Class Action Despite Being Non-Signatory to Agreement

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The District of Massachusetts’s recent decision in Fairfield v. DCD Auto. Holdings, Inc., No. 22-cv-11977, 2023 U.S. Dist. LEXIS 109463 (D. Mass. June 26, 2023) serves as a key reminder for businesses not only to have...more

Lathrop GPM

Small Business Administration Eliminates Franchise Directory

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On May 11, 2023, the United States Small Business Administration will eliminate the SBA Franchise Directory, a move that may impact evaluation of franchise loans by some lenders. The change comes from the SBA’s revision of...more

Williams Mullen

Virginia’s General Assembly Enacts New Tax Legislation in 2023 (Chart Included)

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The table below summarizes the tax legislation enacted by the General Assembly during its 2023 Regular Session and approved by Gov. Youngkin that will become law on or before July 1, 2023. Please note that any legislation...more

Dorsey & Whitney LLP

Initial Guidance for New U.S. Excise Tax on Stock Repurchase Transactions: IRS Substantially Expands Scope of Applicable Canadian...

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In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more

Holland & Knight LLP

Treasury Department's First Repurchase Excise Tax Guidance Contains Rotten "Easter Eggs"

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The U.S. Department of the Treasury and IRS intend to issue proposed regulations addressing application of a new excise tax on repurchases of corporate stock under Section 4501 of the Internal Revenue Code (Code). Section...more

Bailey & Glasser, LLP

Selling Your Amazon Business? Not So Fast!

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The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more

Holland & Knight LLP

FERC Affirms and Clarifies Magellan Marketing Affiliate Order

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After a five-year wait, the Federal Energy Regulatory Commission (FERC) has denied rehearing of its 2017 order in Magellan Midstream Partners, L.P., 161 FERC ¶ 61,219 (2017) (Magellan) that declared Magellan Midstream...more

Hogan Lovells

Moving in unity – Hong Kong court does away with deed of contribution requirement in sanctioning guarantor's scheme

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In Re Unity Group Holdings International Ltd [2022] HKCFI 3419, the Hong Kong court has for the first time sanctioned a scheme of arrangement that releases debts of third-party obligors that were guaranteed by the scheme...more

Eversheds Sutherland (US) LLP

New FINRA sweep targets crypto marketing

As might be expected, FINRA appears to be aligning itself with the SEC in its assertion of jurisdiction over investments that may not, at the end of the day, be deemed securities. ...more

Latham & Watkins LLP

FERC Expands Scope of Affiliation Between Investor and Public Utility

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More investors in public utilities may now be considered affiliates, thereby significantly increasing compliance obligations and transactions subject to prior FERC approval. On October 20, 2022, the Federal Energy...more

Dorsey & Whitney LLP

FERC Increases Regulatory Oversight of Investors With Officers or Directors on Public Utilities’ Boards

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​​​​​​​The Federal Energy Regulatory Commission (“FERC”) recently ruled that an investor is deemed an affiliate of a public utility if the investor has a seat on the public utility’s board of directors. This rule indicates...more

Jones Day

FERC Signals Increased Scrutiny Over Affiliate Relationships

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The Federal Energy Regulatory Commission ("Commission" or "FERC") holds that appointing an investor representative to a Public Utility Board results in an affiliate relationship independently of the amount of voting stock...more

BCLP

Investor to affiliate: recent FERC decisions hold that appointment of non-independent board members can constitute control

BCLP on

Two recent FERC decisions hold that appointment of an investor’s own officers or directors, or other appointee accountable to the investor, to the board of a public utility or holding company that owns public utilities will...more

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