Cornerstone Research Experts in Focus: Jules van Binsbergen
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Virgin Media's Lawyer on Liberty Global Deal
Private company clients frequently ask us about granting compensatory stock options to their founders, employees and other service providers, including board members, consultants and advisors. Options and other equity awards...more
For most business owners, their business is their baby. They have invested their time, money, and efforts into building something tangible they can be proud of. They know their business inside out and can count on a steady...more
Forming a partnership1 without triggering income appears straightforward and simple. In many cases, it is. In other cases, though, forming a partnership can cause one or more partners to unintentionally recognize income. This...more
The Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”), in an April 2024 follow-up to IRS Notice 2023-2, issued proposed regulations dealing with the one-percent excise tax under Internal Revenue...more
Nasdaq is proposing accelerated compliance and delisting timelines for all companies that do not comply with its minimum bid price requirement Additionally, under the proposed rule, if a company has implemented a reverse...more
The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more
Affiliation is a key concept for small business owners who want to qualify for federal contracts and programs administered by the Small Business Administration (SBA) or the Disadvantaged Business Enterprise (DBE) or Airport...more
Berman v. Comm’r, released on July 16, 2024, is a great example of making lemonade when life hands you a lemon. Although the taxpayers lost the federal income tax deferral of a stock sale to an employee stock ownership plan...more
What is the step-up benefit of a revocable trust from the perspective of the beneficiaries? How can a revocable trust not only pass money and assets to your beneficiaries but save a substantial amount of tax in the process? ...more
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees? ...more
In early June, the Supreme Court issued an opinion that clarifies how company-owned life insurance impacts the value of the company for estate tax purposes. As a business owner, you may need to re-evaluate the use of those...more
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more
Most net asset value (NAV) loans to fund borrowers do not include publicly traded positions in the collateral package because borrowers usually use NAV loans to finance against illiquid positions (and publicly traded...more
Recently, the SEC settled another administrative proceeding under the Advisers Act's Marketing Rule. This time, the SEC focused on advertisements that a hedge fund sponsor made to prospective investors. The hedge fund's...more
On June 6, 2024, the U.S. Supreme Court, in Connelly v. United States, unanimously agreed that life insurance proceeds owned by a closely-held company should be included in the valuation of the company in determining the...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
Starting today, Tuesday, May 28, 2024, the amendments to Securities Exchange Act Rule 15c6-1 take effect, shortening the settlement cycle for most broker-dealer securities transactions to the trade date plus one business day...more
On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more
On April 9, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) issued two sets of proposed Treasury Regulations related to section 4501, REG-115710-22, which provides guidance on...more
As part of the comprehensive “SECURE 2.0” retirement plan legislation enacted in December 2022, Congress directed the U.S. Department of Labor (DOL) to issue a long delayed and much needed regulation defining the term...more
Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more
A planning technique that is known to most tax professionals is for an owner of a private company to gift an interest therein to charity prior to a sale. This technique is only of interest to taxpayers who are charitably...more
The Tax Court’s decision in YA Global Investments LP v. Commissioner in November sends a warning to the offshore banking, finance and equity investment industries: an offshore entity is engaged in U.S. trade or business when...more
Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more