If given their druthers, most transactional corporate attorneys would prefer to spend their day practicing “happy law,” by which they typically mean transactions that involve capital formation, mergers and acquisitions, joint...more
On December 29, 2023, the Indonesia's Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued a new regulation, OJK Regulation No. 29 of 2023 (the "New Regulation"), which revokes the previous OJK Regulation No....more
It is not uncommon, in the context of a business entity in which a family owns a controlling or substantial interest, for an adviser to encounter intersecting gift and income tax issues. This week’s post will consider one...more
Would you be surprised to learn that most shareholders of closely held corporations, and especially those with minority or merely passive interests, believe they cannot be held responsible for the tax obligations of their...more
In Re Stream TV Networks, No. 2020-0766-JTL (Oct. 3, 2022), the Delaware Court of Chancery exercised its broad equitable powers to provide a unprecedented remedy. Stream TV Networks (Stream) had transferred its assets to its...more
One of the pleasures of being a litigator is that we constantly learn. The pleasure multiplies as a law blogger, where articles we write inspire litigation arguments, and litigations we fight inspire articles....more
In September 2020, only months into what we now know was to become a two-year Global Pandemic, we looked at what Covid-19 might mean for businesses and their creditors. At that time we had seen some high profile casualties –...more
Appearances can be deceiving. - That, essentially, was the argument made in two recently decided cases involving claims for judicial dissolution. ...more
Welcome to the Governor’s office, Ms. Hochul. Unfortunately, congratulations are hardly in order; indeed, a wish for good luck seems much more appropriate. I suppose you realize that the last round of tax legislation,...more
The formation of a partnership is generally a nonrecognition transaction for both the contributing partner and the newly created firm. Thus, no gain is recognized to a partnership or to any of its partners because of a...more
New York State Assembly Members have introduced legislation to reinstitute the Stock Transfer Tax (STT), which would impose a $.0125 to $0.05 tax per share of any stock sold or transferred in the State of New York. The STT,...more
Into the Fire- Let’s play a game of “Guess Who?” Here are the clues: •the legislature has called for an investigation into his mishandling of the crisis brought on by the pandemic, •he has stated that he doesn’t...more
Every corporation, whether a startup or public company, that has an employee who exercises an incentive stock option (ISO) must provide the employee an information statement about the exercised option (using IRS Form 3921). A...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
Now that 2021 is here, corporations should be aware of IRS reporting requirements regarding certain 2020 stock transactions with their employees. Section 6039 of the Internal Revenue Code of 1986, as amended (the...more
A recent decision from Bronx County Supreme Court Justice Llinet M. Rosado, Sebrow v Sebrow, 2020 NY Slip Op 20269 [Sup Ct, Bronx County Oct. 9, 2020], is a stark reminder to corporate shareholders, attorneys who plan their...more
The Small Business Administration (SBA) recently issued a Procedural Notice (the Notice) containing details about the required procedure that Paycheck Protection Program borrowers (PPP borrowers) must follow when engaging in...more
There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more
Family-owned business shareholders often enter into buy-sell agreements that provide the terms on which an owner can or must sell his or her shares. Such agreements usually restrict an owner’s ability to sell shares to third...more
HM Revenue & Customs has released guidance setting out temporary changes to its stamping procedure, which will apply for the duration of the coronavirus (COVID-19) measures in the United Kingdom. ...more
Yesterday, I considered five Department of Justice (DOJ) Foreign Corrupt Practices Act (FCPA) enforcement actions. Today, I want to look at key FCPA enforcement actions by the Securities and Exchange Commission (SEC)....more
Now that 2020 is almost here, corporations should be aware of IRS reporting requirements regarding certain 2019 stock transactions with their employees. Section 6039 of the Internal Revenue Code of 1986, as amended (the...more
The Situation: Under the German real estate transfer tax ("RETT") law, RETT is not only triggered on the direct acquisition of German properties, but also in case of share deals involving companies with German properties, if...more
The Tax Cuts and Jobs Act of 2017 (“The Act”) is just over a year old and tax practitioners, taxpayers and commentators are still working to digest the actual effect of many of its sweeping changes. While one of the central...more
In Liberty Bankers Life Ins. Co. v. Lenhard, a company sued its former chief executive officer and shareholder for breaching fiduciary duties and fraudulent statements regarding an agreement to transfer his stock in the...more