M&As – Novation and Recertification
There are two primary ways to structure the taxable purchase and sale of an incorporated business. The parties may engage in an asset acquisition, in which the buyer purchases assets directly from the target corporation....more
If you are looking to sell shares in your company to the State of California, you might want to reconsider. Article XVI, Section 17 of the California Constitution expressly forbids the state from subscribing to, or being...more
The application of §1248 and §338(g) in the context of the purchase or sale of a controlled foreign corporation (CFC) has long been one of the most complex areas of the tax code. The recently enacted tax reform act — herein,...more
Generally, a buyer in a stock sale does not obtain a step-up (or down) in the basis of the acquired corporation’s assets, unlike in an asset sale. However, if the acquired corporation in a stock sale is an S corporation, an...more
In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more
As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more
Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, issued a joint statement on June 11th about the need to modernize the SEC’s transfer agent rules,...more
State courts generally have allowed legislatures a fair amount of flexibility in adopting retroactive statutes, but a recent New York case held that, under the circumstances presented, the retroactive application of a statute...more
The purchase and sale of a business can be a daunting task; it often involves many unfamiliar issues, even to an experienced business owner or a potential buyer. One issue that is important to address early on is what, in...more