News & Analysis as of

Privately Held Corporations

Court Holds International Cancer Agency Is Not A Private Corporation

by Allen Matkins on

More than a half century ago, the World Health Assembly established the International Agency for Research on Cancer as the specialized cancer agency of the World Health Organization. Although headquartered in Lyon, France,...more

Theranos Charges Provide Perspective for Medical Device Companies, Biotechnology Companies, and Investors

by Knobbe Martens on

On March 14, 2018, the Securities and Exchange Commission (SEC) announced it filed charges against the founder and CEO of Theranos Inc., Elizabeth Holmes, and its former president, Ramesh Balwani....more

SEC San Francisco Regional Enforcement Director Confirms SEC Private Company Enforcement Trend Will Continue

At a recent panel organized by San Francisco’s Federal Bar Association, the San Francisco Regional Director of the Securities and Exchange Commission (SEC), Jina Choi, confirmed that the agency continues to focus on investor...more

SEC Fines Private Company in First Enforcement Action Resulting from Rule 701 Option Grants Investigation

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more

Status of Measures Targeting Private Corporations Following the 2018 Federal Budget

by Bennett Jones LLP on

The Federal Budget, released February 27, 2018, has clarified federal plans to change the tax treatment of private corporations and represents a substantial retreat from proposals announced in July 2017. In July 2017, the...more

U.S. Tax Reform: Key Considerations for Non-U.S. Families with Connections to the United States

by Benesch on

The Tax Cuts and Jobs Act (the Act) was signed into law on December 22, 2017. The Act is without a doubt the most impactful reform to the Internal Revenue Code since the tax reform of 1986. While it does not appear that the...more

Mandatory register of ultimate beneficial owners in the Czech Republic as of 1 January 2018

by White & Case LLP on

Effective as of 1 January 2018, Czech law requires that "ultimate beneficial owners" of companies and trust funds be recorded in a central register, in the interest of bringing increased transparency to the ownership...more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Overview of Proposed Changes to the Taxation of Income Derived from Private Corporations

by Dentons on

In the March 2017 Federal Budget, the Department of Finance announced that it was studying certain aspects of the taxation of private corporations and that a consultation paper would be released later in the year....more

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

Simplification of Tax on Split Income Rules

by Dentons on

On December 13, 2017, the Department of Finance introduced revised rules relating to distributions of income (referred to as “income sprinkling”) from a private corporation. Those rules lend some clarity to previous proposals...more

Application of Discounts in Valuation of Interests in Privately Held Entities

by Jaburg Wilk on

When representing high net worth individuals in divorce proceedings, frequently one of the assets is an ownership interest in a privately held business or professional practice. Establishing a value for the business can be...more

Employee Stock Ownership Plans: Is an ESOP Right for Me?

by Benesch on

A better understanding of the advantages and disadvantages of ESOPs can help any business owner determine if a partial or total sale to an ESOP is a solution that makes sense. And that owner needs professional advisors who...more

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

With Zenefits Settlement Award SEC Demonstrates Continued Commitment to “Unicorn” Scrutiny Despite Administration Change: Same Old...

Last week the SEC announced it had reached an agreement with privately-held company Zenefits, and its co-founder and former CEO Parker Conrad, to settle allegations that Zenefits materially misled Series B and C investors....more

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

by Allen Matkins on

Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can’t vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the...more

Proposed changes to corporate governance in the UK

by Dentons on

The government has published a number of headline proposals for the reform of the corporate governance of publicly-traded companies and large privately-held companies. These cover three aspects of corporate governance on...more

When Is a Private Company Considered a Public Body and Subject to the EU Procurement Rules?

by Bryan Cave on

The case itself is a judgement of 5 October 2017, following a request for a preliminary ruling from a regional court in Lithuania to the ECJ. The question submitted was essentially should a private company established by the...more

New obligation to declare beneficial owner(s)

by White & Case LLP on

The Ordinance of 1 December 2016 (which implemented the European Anti-Money Laundering Directive of 20 May 2015) and the so-called "Sapin II Law" of 9 December 2016 introduced new obligations for companies. Companies must now...more

Tax planning for private corporations and their shareholders - converting income into capital gains

by Dentons on

On October 19, 2017, the Department of Finance Canada issued a news release advising that it will not move ahead with proposed measures intended to target the conversion of income into capital gains. The announcement is the...more

EU & Competition Law Update – October 2017

by Bryan Cave on

When is a private company considered a public body and subject to the EU procurement rules? A recent European Court of Justice (“ECJ”) case has thrown up a novel legal issue which will be of interest to all public...more

At Last! Relaxation of Federal Securities Regulations for Private Company Stock Incentive Awards may be on the Horizon

Many privately held companies rely on equity compensation awards (typically stock options) to recruit, retain and motivate key employees and other service providers. The issuance of such equity compensation awards generally...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

by Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

AML Beneficial Ownership Register for Irish Funds – Who’s Holding the Baby?

by Dechert LLP on

If you’ve been involved in the funds industry, you will be well aware of the ever-increasing focus on anti-money laundering and “know your customer” requirements by national and supranational regulatory bodies alike. In...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

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