News & Analysis as of

Safe Harbors Private Equity

Bass, Berry & Sims PLC

2024 Healthcare Private Equity Outlook & Trends

W ith various headwinds resulting in down volume in 2023, buyers and sellers alike find themselves asking whether 2024 will see a rebound in deal activity. As we begin 2024, we have highlighted the issues and trends that...more

A&O Shearman

What the U.S. Department of Justice’s new M&A safe harbor policy means for PE firms

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On October 5, 2023, Deputy Attorney General, Lisa Monaco, announced a new safe harbor policy for voluntary self-disclosures made in the mergers and acquisitions context. The safe harbor policy will apply Department-wide and...more

Vinson & Elkins LLP

Invest in Texas: A Powerful Defense of Limited Liability

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Chris Popov and Mike Heidler, partners at Vinson & Elkins, talk through a major opinion from the Texas Supreme Court, their role in the case, and what it means for investors in Texas companies....more

Proskauer - Employee Benefits & Executive...

Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27

The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS...more

Kramer Levin Naftalis & Frankel LLP

IRS Denies Deductibility of Sell-Side Advisory Fees

In Private Letter Ruling 202308010 (PLR 20230810), the Internal Revenue Service (IRS) determined that a contingent sell-side advisory fee (the Fee) was incurred by the private equity fund majority seller (the PE Seller),...more

Williams Mullen

[Event] Hampton Roads Spring Tax Forum - May 17th, Norfolk, VA

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Join our seasoned tax and estate planning attorneys on Wednesday, May 17th in Norfolk for the Williams Mullen Spring Tax Forum. Breakfast will be provided. This program will dig into complex private equity structures, how...more

Bracewell LLP

546(e)’s Not-So-Safe Harbor: Second Influential Judge Echoes Concerns that Broad Exemption Shelters Pirates

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Delaware Judge Brendan Shannon has joined calls for reforming Section 546(e) of the bankruptcy code, echoing concerns that the section’s safe harbor from fraudulent transfer liability has allowed investors to “loot privately...more

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

DarrowEverett LLP on

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

Proskauer Rose LLP

Health Care - The Evolving Site of Service

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Over the past decade, health care has evolved both in how it is accessed and administered. Whereas care was once accessible only in hospitals and physician offices, today health care sites of service have shifted to include a...more

Proskauer Rose LLP

DOL Provides Guidance Regarding 401(k) Plans Offering Limited Exposure to Private Equity Within a Diversified Investment Option

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On June 3, 2020, the Department of Labor (the "DOL") published an Information Letter confirming that an investment option under a 401(k) plan (or other defined contribution plan) may include a limited allocation to private...more

Bass, Berry & Sims PLC

The Philosophy for Investing in Urology: 5 Key Regulatory Risks

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In the wave of physician practice management transactions, urology is poised to be one of the next hot sectors. In addition to the issues to consider in connection with any physician practice transaction, below we discuss...more

Akin Gump Strauss Hauer & Feld LLP

Life Sciences Due Diligence: A Reference Guide for Your Life Sciences Corporate Transactions

• Life sciences companies are subject to rapidly changing regulatory obligations, government enforcement, and increasing public scrutiny. • Conducting effective legal and regulatory due diligence can mean uncovering risks...more

Bennett Jones LLP

Significant Amendments Made to Bermuda’s Partnership Legislation

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Bermuda is widely perceived as a blue chip offshore financial centre (not just in insurance and mutual funds) and continues to introduce new or amend existing legislation to attract more investors to use the jurisdiction. ...more

Sands Anderson PC

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

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The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

Locke Lord LLP

Private Equity and Hedge Fund Managers Take Caution - Proposed Treasury Regulations Threaten Management Fee Waivers

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On July 23, 2015, the Internal Revenue Service ("IRS") issued long-awaited proposed regulations discussing the taxation of management fee arrangements commonly used by private equity funds and their management. The proposed...more

Buchalter

Points & Authorities - Spring 2015

Buchalter on

In this Issue: - Negotiating Strategies for the Successful Sale of Technology Companies - Broker Beware: Are Real Estate Brokers Susceptible to Agent v. Agent Fee Splitting Disputes After Sanowicz v. Bacal? -...more

Dechert LLP

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Dechert LLP on

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for...

On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506...more

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