Preserving Deferred Tax Assets in a Capital Raise
It is typical to have provisions in the governing documents for your company which contemplate the death and buyout of the owners. Most often, those buyout obligations are funded by the purchase of a life insurance policy on...more
In our previous alerts (here and here), we noted critical feedback that the European Commission (Commission) gave to the European Securities and Markets Authority (ESMA) on its December 2023 draft Regulatory Technical...more
In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one...more
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
A recent Supreme Court decision means that owners of closely held companies with company-owned life insurance policies should take extra precautions to avoid an unexpectedly large estate tax bill from the IRS....more
The June 6 unanimous ruling by the United States Supreme Court in Connelly v. United States creates a significant change for closely held businesses planning to utilize life insurance proceeds to fund buy-sell agreements....more
The Eighth Circuit Court of Appeals recently affirmed the decision in Connelly vs. United States, holding that the fair market value of stock in a closely-held corporation, for purposes of valuing that stock held by a...more
A recent decision by the Appellate Division of the New York Supreme Court dealt a major blow to the investors involved in Luxor Cap. Grp. LP v. Altisource Asset Mgmt. Corp., No. 650746/20, 2023 WL 3957402, at *1 (NY App. Div....more
In Skeels v. Suder, a departing shareholder of a law firm sued regarding the firm’s decision to redeem his shares for no consideration. No. 21-1014, 2023 Tex. LEXIS 578 (Tex. June 23, 2023). ...more
Delman v. GigAcquisitions3 LLC, C.A. No. 2021-0679-LWW (Del. Ch. January 4, 2023) - Delaware law establishes that fiduciaries of a corporation cannot be exempted from "their loyalty obligation and the attendant equitable...more
The U.S. Department of the Treasury and IRS intend to issue proposed regulations addressing application of a new excise tax on repurchases of corporate stock under Section 4501 of the Internal Revenue Code (Code). Section...more
New guidance clarifies certain key points on implementing the 1% tax that generally applies to public company stock buybacks and the 15% corporate minimum tax that generally applies to corporations with book income exceeding...more
The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, enacted a new 1% excise tax on certain repurchases of the stock of publicly traded corporations, codified in Section 4501 of the Internal...more
The Walkers listing team has extensive experience providing listing sponsor services in connection with listings on The International Stock Exchange ("TISE"). Walkers Capital Markets Ltd ("WCML") is a Category 1 and 2 sponsor...more
There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure...more
One of the headline tax changes in the Inflation Reduction Act of 2022, Public Law 117-169, is a 1% excise tax on stock repurchases by public companies. Public issuers should be aware that the new tax, which applies beginning...more
The Repurchase of Corporate Stock provision of the Inflation Reduction Act of 2022 (IRA), often called the stock-buyback provision, imposes a one percent excise tax on the repurchase or redemption of stock by covered...more
On December 17, 2021, the Stock Exchange of Hong Kong Limited (the Exchange) announced new listing regime for special purpose acquisition companies (SPAC). These new rules will take effect on January 1, 2022. This...more
The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more
The owners of a corporation may enter into shareholder agreements. In Richie, the Texas Supreme Court stated: “Shareholders of closely-held corporations may address and resolve such difficulties by entering into shareholder...more
In 2013, Michael Dell and Silver Lake Group LLC took Dell, Inc. private through a leveraged buyout. The privately held successor of Dell, Inc. was Dell Technologies Inc. (the “Company”), which Mr. Dell and Silver Lake...more
The Fed releases more specifics and a start date for its Term Asset Backed Loan Facility (TALF) program, but overall the picture which emerges makes it less likely that the program will facilitate the flow of credit to US...more
Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence. In the face of tremendous market uncertainty, PIPE transactions offer...more
For many issuers, a liability management transaction may be part of an overall funding and liquidity management strategy. For others, an exchange offer, consent solicitation or tender offer may be undertaken in connection...more
Late action by the Senate to pass a second COVID-19 relief package (that the White House soon signed) may [key word may] help markets yo-yo back upward today after a dismal Wednesday driven by crazy-low oil prices (West Texas...more