The emerging risks in the financial services market and the inception of the Regulation of Payment Services and Payment Initiation Law prompted the Capital Market, Insurance and Savings Authority (CMISA) to amend a series of...more
The U.S. Department of the Treasury and IRS recently issued guidance aimed at curtailing purportedly abusive basis-shifting transactions utilized by businesses taxed as partnerships. This guidance represents additional...more
The Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) announced the latest chapter in the long-trumpeted enforcement initiative aimed at large partnerships. The guidance, summarized below,...more
The U.S. Tax Court recently issued an opinion in Parkway Gravel Inc. v. Commissioner, Docket No. 10819-21, respecting the structure of a gravel company's sale of a land parcel known as the Freeway Pit. In finding for the...more
A precise definition of business services was recently at the core of a dispute between the Israel Tax Authority and eBay Marketplace Israel Ltd., a subsidiary of the multinational eBay Group. The district court litigated...more
How many times have you wished that you could undo something from your past, perhaps a string of incoherent statements made at a client dinner while slightly under the influence, or an expletive-filled email composed and sent...more
Few individual owners of a closely held business would be surprised if you explained to them that the IRS and the Federal courts generally will subject many transactions between certain “related” persons to heightened...more
On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind...more
Several situations can prompt the sale of a Company. The owners may need to fund their retirement or succession from sale proceeds. A tempting, unsolicited offer may materialize. Or the owners may simply be ready to sell the...more
Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more
In May 2022, the Tel Aviv District Court issued an important ruling in the Medingo Ltd case on the tax aspects of business restructuring. This ruling joins a series of previous rulings, in the Gteko case and the Broadcom...more
Don’t Do It- There are certain generally accepted “dos and don’ts” of which almost every investor is certainly aware. For example, do not put all your eggs in one basket; if an investment seems too good to be true, stay...more
Primary Market Bulletin No. 39 announces the removal of temporary measures, introduced during the Covid-19 pandemic, relating to the timing for publishing annual financial reports/interim results as well as rescinding the...more
Since 1996, the US Department of Labor granted more than 1,200 individual exemptions from the ERISA prohibited transaction rules. One of the distinctive features of ERISA is its prohibition, in ERISA section 406 as a...more
A federal panel just granted a motion to send multiple medical device liability cases against your company to a single federal judge in a multidistrict litigation, or “MDL,” proceeding for “disposition.” Your lawyer made...more
The FCA has published Primary Market Bulletin No.37 (PMB) with the findings of its review of conflict queries since the publication of Technical Note 701.3. In general, there have been fewer conflict queries but the review...more
The London Stock Exchange (the “Exchange”) has publicly censured and fined an AIM company £580,000 for breach of Rule 13 (the related party transaction rules) and Rule 31 of the AIM Rules for Companies (liaison with the...more
On August 26, 2021, the US Securities and Exchange Commission (“SEC”) approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions. As we...more
Reverses Position on $120,000 Threshold - On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of...more
On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which...more
Companies listed on the New York Stock Exchange should review their policies on related party transactions and related processes to confirm they are consistent with recent revisions to the applicable NYSE rules. ...more