Preserving Deferred Tax Assets in a Capital Raise
The Internal Revenue Service’s new private letter ruling (PLR) concerned a domestication of a Foreign Parent corporation under U.S. ownership—with a few notable twists. First, the PLR applied a substance-over-form analysis to...more
Many corporations use stock options to incentivize employees and other service providers. A stock option is a right granted by a corporation to an employee, consultant or advisor that provides such employee, consultant or...more
The federal government's 2022 Fall Economic Statement (Economic Statement), released on November 3, 2022, introduced a new tax on share buybacks by public corporations in Canada. Under the proposal, which would come into...more
In a welcome decision for employers, the Supreme Court of Canada recently denied leave to appeal of the Ontario Court of Appeal’s decision in Battiston v. Microsoft Canada Inc., 2021 ONCA 727 (“Battiston”)....more
Annual Information Statements and IRS Returns Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2021 or (2) transfer during 2021 of a share previously purchased pursuant to a tax-qualified...more
Lender caution following Zambia's debt repayment default in 2020 has weighed on African debt issuance, but successful raisings by high profile borrowers show that investor appetite remains resilient - African loan and bond...more
High yield issuance across major global markets made steady gains in the first nine months of 2021 in most regions, as investor appetite for yield supported stable activity through the year. In the US, high yield issuance...more
African loan and bond issuance fell by just under 10% in the first half of 2021, year-on-year, with lenders still jittery after Zambia missed a bond repayment in November 2020 to become the first African sovereign to default...more
In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the...more
A corporation may not deduct previously capitalized costs that facilitated an initial public offering (IPO) even when it later ceases to be a publicly traded company, according to an internal memorandum by the Internal...more
In its highly anticipated decision in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court confirmed the facial validity of a provision contained in certificates of incorporation of many...more
As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised...more
This client alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees (or former...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
This client alert is intended to remind you of certain 2018 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more
As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more
On October 31, 2018, the NYSE filed a proposed amendment to the Listed Company Manual to modify the price requirements for purposes of determining whether shareholder approval is required for certain issuances of securities. ...more
No, it’s not Groundhog Day. (In fact, it’s election day. Go vote!) But this proposal from the NYSE to amend Sections 312.03 and 312.04 of the Listed Company Manual sounds remarkably similar to the one that the SEC has just...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more
A key consideration for investors in securities of bankrupt issuers is the extent to which the securities received upon consummation of a Chapter 11 plan will be freely transferable. ...more
Minnesota Governor Mark Dayton has signed into law revisions to several Minnesota business organization statutes including the Minnesota Business Corporation Act, the Minnesota Revised Uniform Limited Liability Company Act,...more
The Minnesota legislature is on the verge of approving several changes to the Minnesota Business Corporation Act, Chapter 302A of the Minnesota Statutes (the MBCA), in order to modernize the statute and follow the lead of...more
Nasdaq is proposing to modify the listing requirements in Rule 5635(d) to - (i) change the definition of market value for purposes of the shareholder approval rule and...more
Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) - When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great...more
In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more