News & Analysis as of

Shareholder Distributions

Mining & Metals 2018: Full speed ahead?

by White & Case LLP on

The larger diversifieds delivered sizeable returns for shareholders in 2017, with the promise of more to come. But what does the overall picture look like for 2018? Thanks to surging commodity prices driven by robust...more

Clarification on distribution of surplus assets of a registered society on solvent winding up

by Dentons on

Friendly societies, along with other mutual societies, are registered with and regulated by the Financial Conduct Authority under the Co-operative and Community Benefit Societies Act 2014 (the Act). By section 123(1) of the...more

Directors Fail To Escape Liability For Approving Dividend

by Allen Matkins on

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014. That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to...more

Chris Lazarini Discusses Pro Rata Distribution of Assets in Receiver Case

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed a case involving the repercussions of the multi-billion dollar Ponzi scheme of Thomas Petters related to the management of the Stewardship Credit Arbitrage Fund, LLC...more

Corporate and Financial Weekly Digest - Volume XII, Issue 32

SEC/CORPORATE - SEC Approves NYSE Amendments Regarding Notice Related to Dividends and Stock Distributions - On August 14, the Securities and Exchange Commission approved a rule change which will now require New York...more

IRS Provides Guidance on Stock Distributions for Publicly Offered REITs and RICs

by Latham & Watkins LLP on

Revenue procedure sets forth requirements for ensuring certain stock distributions are treated as property distributions eligible for dividends paid deduction. On August 11, 2017, the Internal Revenue Service (IRS)...more

IRS Will Resume Ruling on Important Spin-Off Issues

by Jones Day on

The IRS recently provided taxpayers with favorable guidance involving tax-free spin-offs. First, the IRS will resume issuing private rulings that allow a distributing corporation to satisfy debt it issued in anticipation of a...more

IRS Issues Guidance on “North-South” Transactions

by Proskauer - Tax Talks on

On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced...more

For closely held companies: Is there, or will there soon be, a significant lender in your life?

by Mintz Levin on

Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more

Important Changes to the Michigan Nonprofit Corporation Act

by Fraser Trebilcock on

Laws governing Michigan nonprofit corporations underwent an extensive facelift several years ago, the effects of which are still being felt today. Below is a summary of some key amendments to the Michigan Nonprofit...more

When insurance pays dividends….. Distribution of long-term insurance profits

by Hogan Lovells on

On 30 December 2016, the Companies Act 2006 (Distributions of Insurance Companies) Regulations 2016 (the “Regulations“) came into force. The Regulations apply to distributions made on or after that date by reference to...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Renewed Perils from “Zeroing Out” a Corporation at Year-End

by Dickinson Wright on

Physicians who are involved in the financial management of their practices are all too familiar with the year-end scramble to “zero out” the corporation’s profits. Under this technique, a physician practice that is structured...more

Energy Private Equity and the Looming Specter of Clawbacks

In recent months, managers of private equity funds in the energy sector have been facing a scenario they likely never imagined: having to return millions of dollars of their “carried interest” earnings back to investors....more

Healthcare Legal News: Volume 6, Number 2

by Dickinson Wright on

Restrictions on Fees Permitted under HIPAA for Copies of Medical Records - When health care providers provide copies of medical records to an individual patient or to third parties at the direction of that individual...more

Case Note: Court Rules In Favor Of Fidelity And Holds That Float Income Is Not A Plan Asset

by Jackson Walker on

The First Circuit Court of Appeals has ruled that float income is not a plan asset and therefore is not subject to fiduciary and prohibited transaction provisions of ERISA. The decision was written by former Justice Souter...more

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

Is Rescission Ever Legal?

by Allen Matkins on

Yesterday’s post concerned when a corporation’s rescission of the issuance of shares does not constitute a “distribution to its shareholders” as defined in Section 166 of the California Corporations Code. I noted that one of...more

When A Share Rescission Is Not A Distribution

by Allen Matkins on

Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more

"Proposed Treasury Regulations Raise New Hurdles for Tax-Free Spin-Offs"

On July 14, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would generally become effective for distributions under Section 355 of the Internal Revenue...more

IRS Proposes Updates to Rules for Deemed Distributions of Stock and Stock Rights

On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more

IRS and Treasury Issue Proposed Regulations on Deemed Stock Distributions

by King & Spalding on

Executive Summary - On April 12, 2016, the Internal Revenue Service (“IRS”) and Treasury Department issued long-awaited proposed regulations (REG-133673-15, RIN 1545-BN07) (the “Proposed Regulations”) regarding the...more

Results of the 2015 Proxy Season in Silicon Valley

by Fenwick & West LLP on

Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more

Ontario Securities Commission disclosing summaries of exempt distributions

by Dentons on

The Ontario Securities Commission (OSC) announced on October 15, 2015 that it has started disclosing summary details of exempt distributions. The information that will be made publicly available, described below, is similar...more

A Compilation of Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more

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