Shareholders, Change of Ownership

A Journey Through Subchapter S / A Review of The Not So Obvious & The Many Traps That Exist For The Unwary: Part XVI – Changes in...

Foster Garvey PC on 4/4/2025

Now that the scurrying around and worrying relative to developments impacting the Corporate Transparency Act (“CTA”) that were coming at us with laser speed are on a slow simmer, I can turn my attention back to my multi-part...more

IRS Issues New Section 382 PLR on Applying Actual Knowledge Exception

Troutman Pepper Locke on 2/18/2022

Taxpayers looking to utilize net operating loss (NOLs) among other attributes and excess interest carryovers need to know the rules that could limit or eliminate them, including Section 382. Section 382 requires a corporation...more

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

Barnea Jaffa Lande & Co. on 1/13/2022

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

When It Comes to Transfers of Ownership Interests, Where There’s a Will There’s Not Always a Way

Farrell Fritz, P.C. on 8/9/2021

My partner Frank McRoberts recently posted about two New York cases, one involving an LLC and the other a close corporation, in which the courts resolved conflicts between, on the one hand, provision in the...more

SEC Charges Trust Company With Operating Unregistered Investment Companies

Goodwin on 10/8/2020

SEC Charges Trust Company with Operating Unregistered Investment Companies and Failing to Register Securities Offerings. On September 30, the Securities and Exchange Commission (SEC) announced it had settled charges with...more

IRS Issues New Section 382 Private Letter Ruling On Identifying Schedule 13 Filers - TAX UPDATE Volume 2019, Issue 3

Troutman Pepper Locke on 7/1/2019

Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more

Preserving Deferred Tax Assets in a Capital Raise

BCLP on 6/9/2017

Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

Del. Justices Reverse Injunction Halting Sale of Control Transaction

Morris James LLP on 1/8/2015

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

Orrick, Herrington & Sutcliffe LLP on 1/7/2015

On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

Bracewell LLP on 1/2/2015

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

Bracewell LLP on 6/12/2014

In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more

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