News & Analysis as of

Goodwill

Is A Non-Compete Agreement In Connection With The Purchase And Sale Of A Family-Owned Business Enforceable?

by Murtha Cullina on

In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees. Such agreements are intended to protect the buyer from a...more

Greedy Charitable Deductions May Cost You

by Foodman CPAs & Advisors on

Taxpayers are not required to pay a negligence penalty for underpayment of income taxes if, under Internal Revenue Code regulations, there is reasonable cause for a position that the Taxpayer takes in an income tax return. ...more

Food Fight: Burger Edition

Beloved burger chain In-N-Out Burger, home of not-so-secret menu items and “animal style” fries, has sued burger competitor Smashburger, claiming that Smashburger’s new “Triple Double” burger infringes on In-N-Out’s...more

Compliance into the Weeds-Episode 51, the PCAOB and Compliance

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the Public Accounting Oversight Board (PCAOB). We consider the role of the PCAOB in both audit standards and internal controls for compliance. What is goodwill, goodwill...more

Captain Morgan Defeats Admiral Nelson in a Rum Branding Battle

by Bennett Jones LLP on

The victory in the fight between two rum competitors demonstrates that unregistered trade dress rights are alive and well in Canada, admissible survey evidence remains a useful tool for proving confusion, and a competing...more

Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims

by Latham & Watkins LLP on

The Ninth Circuit follows the Second and Tenth Circuits in extending Omnicare’s requirements for pleading the falsity of opinion statements to claims under Section 10(b) and Rule 10b-5. In recent years, courts have...more

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Based On Omnicare's Standard For Falsity Of Opinion Statements

by Shearman & Sterling LLP on

On May 5, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a lower court’s decision dismissing a putative securities fraud class action against orthodontics and dental products maker Align Technology,...more

UK: Employee Post-Termination Restrictions Under English Law: Five Things You Need To Know

by Dentons on

It is often the case that the drafting of post-termination restrictions only comes into focus on enforcement. Ideally, however, the careful drafting of such restrictions should be a priority when drafting employment contracts...more

Is your contract management letting you down?

by DLA Piper on

When disputes arise on projects, the parties will turn to the terms of the contract in order to ascertain their contractual rights and obligations to assist them in resolving the dispute. Too often parties have relied on the...more

[Event] Right of Way & Legal Strategies for Successful Project Delivery - March 8th, San Francisco, CA

by Nossaman LLP on

Nossaman LLP and Bender Rosenthal, Inc. invite you to this complimentary afternoon seminar that will provide insight on current right of way issues affecting public agencies and utilities. Our panels of leading industry...more

[Event] Nossaman's 2017 Southern California Eminent Domain Seminar - March 2nd, Los Angeles, CA

by Nossaman LLP on

Nossaman LLP invites you to join us for our 2017 Southern California Eminent Domain Seminar, "Right of Way & Legal Strategies for Successful Project Delivery." This complimentary afternoon seminar will provide insight on...more

Court of Appeals Grants Leave to Appeal in Partnership Dissolution Case

On January 10, 2016, the New York Court of Appeals decided to hear a case that has significant consequence in the field of partnership dissolution. The case, Congel v. Malfitano,[1] concerns the allegedly wrongful...more

Goodwill Affiliate Sued By EEOC for Sexual Harassment, Disability Discrimination and Retaliation

Nightshift Janitors Left Vulnerable to Supervisor's Abuse, Federal Agency Charges - OAKLAND, Calif. - Goodwill Industries of the East Bay Area and affiliate Calidad Industries violated federal law by allowing sexual...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers: Volume X – Accounting...

Volume X – Accounting for the Cost of Business Combinations Under Government Contracts - Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for...more

How to Lessen the Tax Bite When Selling a Business

When a business is sold, both the buyer and the seller endeavor to walk away with as much cash on hand as possible. The seller hopes to reap the rewards of years of hard work; the buyer hopes to secure enough cash to...more

Contractual Or Tortious Damages: What Is The Difference (And When Does It Matter)?

by Allen & Overy LLP on

There are different measures for calculating damages depending on whether the claim is for a contractual or a tortious cause of action. Where both claims are available, a party is free to choose whichever measure produces the...more

Zombie Trademarks - When is a "Dead" Mark Really Alive, and Able to Bite?

Earlier this month, Macy's won a ruling against a company that revives out-of-use, but well-known brands. Strategic Marks LLC is in the business of reviving abandoned brands, sometimes referred to as "zombie" brands, using...more

Out With the Old, In With the New

The beginning of a new year is often the impetus for change. For companies, this may mean a rebranding initiative involving an update to a company's house mark or logo. In 2015 several companies, including Google, Facebook,...more

City Fitness Attempts to Exercise Service Mark Rights

In a decision dismissing plaintiffs’ claims of service mark infringement, the District of Massachusetts held that the plaintiffs’ transfer of “goodwill” in an asset purchase agreement also transferred plaintiffs’ rights to...more

Proposed Regulations Nix Foreign Goodwill Exception to Tax on Outbound Transfers

by Alston & Bird on

The IRS and Treasury recently issued proposed regulations under Section 367 with bad news for taxpayers. Citing aggressive taxpayer positions, the proposed rules do away with the foreign goodwill exception and restrict the...more

Focus on Tax Strategies & Developments - October 2015

by McDermott Will & Emery on

Regulatory Developments Under § 367 Affecting Transfers of Appreciated Property to Foreign Corporations - Introduction: On September 14, the U.S. Department of the Treasury (Treasury) and the Internal Revenue...more

Proposed Regulations Dramatically Change U.S. Federal Tax Treatment of Outbound Transfers of Intangible Property

On September 16, 2015, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) published proposed regulations under section 367 and proposed and temporary regulations under section 482 that together would...more

Yosemite: The Park, the Name, and the Lawsuit

As the saying goes, possession is nine-tenths of the law. That other tenth can be pretty complicated, depending on what you’re “possessing.” When you’re arguing with an older brother over who “possesses” the remote control,...more

Unusual Like-Kind Exchanges

by Alston & Bird on

Like-kind exchanges are well-known events in the field of investment real estate. The tax law has spent about the last 30 years refining the deferred like-kind exchange, in which the taxpayer is given time to locate the...more

UK Summer Budget 2015

On Wednesday, 8 July 2015, George Osborne delivered the UK Summer Budget. The first Budget of the new Conservative government (and the second Budget of 2015), the Summer Budget is wide-ranging in scope and potentially...more

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