IRS Rev. Proc. 2026-21, 2026-22 IRB 1, issued May 5, 2026, reinstates the Internal Revenue Service’s “significant issue” letter ruling program, under which the IRS will rule on specific, significant issues posed by a...more
On April 13, 2026, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed claims for breach of fiduciary duty asserted by minority stockholders against a special committee but declined to dismiss...more
When companies sell part of their business, nonqualified deferred compensation (NQDC) plans present business choices shaped by unique legal considerations. In particular, Section 409A of the Internal Revenue Code (IRC),...more
Thanks to its scientific skills base, growing prowess in AI and a policy environment that supports rapid clinical trials, China has become one of the world’s leading markets for pharmaceutical innovation. Here we explore how...more
In early 2026, the US Securities and Exchange Commission (the "SEC") released new and updated Compliance and Disclosure Interpretations ("CDIs") that address business combinations, tender offers and shareholder meetings and...more
De acuerdo con la Ley 2387 de 2024, que modificó la Ley 1333 de 2009, cuando una empresa se encuentra en causal de disolución, prevé entrar o efectivamente entra en procesos como disolución, fusión, escisión, reorganización,...more
On January 21, 2026, the United States Court of Appeals for the Sixth Circuit affirmed dismissal by the United States District Court for the Southern District of Ohio of a putative securities class action against a financial...more
On Friday Jan. 23, the staff of the SEC published a variety of new or revised rule interpretations generally designed to increase flexibility, consistent with the SEC’s recent declared focus on promoting public markets and...more
On January 23, 2026, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued and updated a series of Compliance & Disclosure Interpretations (C&DIs), including on proxy rules,...more
Companies continue to be pressured to move away from the conglomerate model and toward simplified and targeted strategies and risk profiles....more
On November 24, 2025, the US Department of the Treasury and the IRS issued final regulations on Section 4501, which imposes a 1% excise tax on certain repurchases of stock of publicly traded corporations and “economically...more
On November 3, 2025, Samsung Biologics announced the completion of the spin-off of its investment and subsidiary management business unit, and the establishment of Samsung Epis Holdings, an investment holding company that...more
On September 30, 2025, Judge Steven D. Grimberg of the United States District Court for the Northern District of Georgia substantially denied a motion to dismiss a putative securities class action arising out of the spinoff...more
In a spinoff, a public company separates one or more of its businesses into a new, publicly traded company. For the public company that initiates it, a spinoff can achieve a number of critical business and financial...more
As we previously discussed (here and here), the biotech mergers and acquisitions market currently faces significant headwinds. These challenges include frozen capital markets, regulatory uncertainty at the Food and Drug...more
At a recent conference of the American Bar Association, Treasury Associate Tax Legislative Counsel Colin Campbell Jr. stated that the recent proposed regulations governing corporate spin-off and reorganization...more
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
Matthew Massengill is a director and former chairman and CEO of Western Digital, which announced plans in October 2023 to spin off its flash memory businesses from the division that makes hard drives. He spoke with The...more
As more companies seek to spin out non-core businesses and the market for carve out divestitures heats up, counsel representing potential buyers and sellers should be prepared to identify and mitigate key risks that may arise...more
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2024, from advising the iconic rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of all assets...more
These proposed regulations applicable to tax-free spin-offs would impose a range of new substantive requirements and greatly expand the information that must be reported to the Internal Revenue Service ("IRS") by taxpayers...more
On January 13, 2025, the U.S. Treasury Department (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (REG-112261-23 and REG-112261-24) adding and amending parts of the regulations...more
Illinois Attorney General Kwame Raoul announced that Illinois has joined an $82.5 million proposed antitrust settlement with Varsity Brands (Varsity). As a result, Illinois consumers who paid to participate in Varsity Brands’...more
As value-based care (VBC) models continue to grow across our nation’s health system and specifically within different specialties like nephrology, the costs and challenges of maintaining these models continue to rise. In...more
Spin-offs have become increasingly popular with innovative companies as a method of unlocking shareholder value, but the transaction is not always tax-free, particularly for international employees holding equity awards or...more