A Dirty Business? The art world is replete with tales of whodunits, forgeries, thefts, money laundering, looting of antiquities, murders, ancient curses, etc. You might say it’s a perfect environment for the more...more
In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC...more
I. EXEMPTIONS - Resale Exemption - Domokur Aviation Services, LLC v. McClain, Ohio BTA Case No. 2019-694 (September 15, 2020). Applying the Supreme Court’s decision in Pi in the Sky, LLC v. Testa, 155 Ohio State 113,...more
Last week, the Oregon Department of Revenue (“DOR”) issued three draft rules regarding the Oregon Commercial Activity Tax (“CAT”). The DOR may change these draft rules before it issues them as temporary rules, which we...more
Businesses commonly use what is referred to as a “dry lease” to obtain use of a corporate aircraft for several reasons. One benefit of these arrangements is the lessor’s ability to claim the resale exemption on the aircraft’s...more
Bobblehead: “A figurine with a disproportionately large head mounted on a spring so that it bobs up and down, often made as a caricature of a famous person.” Giveaway: “A thing that is given free, especially for...more
Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and...more
ALJ holds that Insurance Payments to Captive Insurance Company Are not Deductible - In Matter of Stewart’s Shops Corp., DTA No. 825745 (N.Y.S. Div. of Tax App., Mar. 10, 2016), a New York State Administrative Law Judge...more
On March 14, 2016, the staff of the SEC's Division of Corporate Finance issued a no-action letter (the "No-Action Letter") concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended...more
The Jumpstart Our Business Startup Act of 2012 (the "JOBS Act") was enacted on April 5, 2012 in an effort to make it easier for certain emerging growth companies (EGCs), generally defined as companies with annual gross...more
In December 2015, President Barack Obama signed into law an omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act.” This new law (i) amends certain sections of the Jumpstart Our Business...more
On December 4, 2015, President Obama signed into law the Fixing America's Surface Transportation Act, known as the FAST Act. The FAST Act made several important changes to the federal securities laws, including (i) extending...more
New rules enhance IPO accommodations under the JOBS Act and provide private resale exemption. On December 4, US President Barack Obama signed the Fixing America’s Surface Transportation Act (the FAST Act or the Act, H.R....more
On December 4, 2015, the President signed the Fixing America's Surface Transportation Act, better known as the FAST Act, which had been approved by a bipartisan Congress. The FAST Act (also referred to in the media as the...more
On December 4, 2015, the Fixing America’s Surface Transportation Act (the “FAST Act”) was signed into law by President Obama. While not apparent from its name, the FAST Act contains provisions that amend or supplement the...more
On Dec. 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the “FAST Act”). As the name implies, the FAST Act is primarily concerned with transportation and infrastructure spending, but...more
President Obama signed into law the FAST Act, a highway transportation bill, that includes a number of important securities law measures that each had been the subject of individual bills with strong bipartisan support....more
On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (“FAST Act”), which includes a number of securities law related provisions that had previously been the subject of individual bills...more
Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more
On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more
State Tax Department Releases Draft Article 9-A Nexus Regulations Under Corporate Tax Reform - The New York State Department of Taxation and Finance has released draft amendments to the Article 9-A corporate franchise...more
A VIEW FROM TWIN PEAKS - Quick. Define Twin Peaks. Other than the obviously now dated TV show, up until a couple of weeks ago, the only other definition of Twin Peaks was a restaurant chain that featured double entendre...more
In This Presentation: - Senate Bill 1396 - Certificated Carriers - Sale for Resale Clarified and Expanded - Use Tax Presumption of Texas Use - Related Party Transactions - Fractional Ownership ...more
On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding the resale of securities under Regulation S of the Securities Act...more
The First District of the Illinois Appellate Court, in Ford Motor Company v. Chicago Department of Revenue, 2014 IL App (1st) 130597 (June 27, 2014), recently held that Ford Motor Company (Ford) owes City of Chicago vehicle...more