On January 18, the Department of Justice (DOJ) joined the multistate attorneys general (AG) lawsuit Ohio, et al. v. NCAA, challenging the National Collegiate Athletic Association’s (NCAA) Transfer Eligibility Rule. DOJ joins...more
On December 13, a West Virginia federal judge placed a temporary hold on an NCAA rule (NCAA Division I Bylaw 14.5.5.1) requiring certain student-athletes who transferred schools to wait a year before competing in games. This...more
On July 10, 2023, the Centers for Medicare & Medicaid Services (CMS) published a proposed rule (Proposed Rule) that would (i) include hospices in the 36-month rule ownership transfer restrictions that currently exist for home...more
Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal. The Court found that Plaintiffs successfully pled facts...more
In Weis Mkts., Inc. v. Lancaster Twp., 248 A.3d 622 (Pa. Cmwlth. 2021), Pennsylvania’s Commonwealth Court decided that a municipality’s discretion to deny an intermunicipal liquor license transfer application is not unlimited...more
In a recent decision by the Tenth Circuit Bankruptcy Appellate Panel, the court held that a chapter 7 trustee could not sell an LLC membership interest pursuant to section 363 of the Bankruptcy Code because of a transfer...more
In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more
Net Asset Value (“NAV”) transactions, where a debtor pledges its downstream assets to secure a financing, can involve a wide variety of potential collateral. In some NAV transactions, the assets to be pledged to secure the...more
Global investment into large-scale projects in infrastructure, energy, natural resources and heavy industry continues against an uncertain backdrop of the COVID-19 pandemic, heightened trade tensions and regional geopolitical...more
Tags, drags, ROFOs, and ROFRs raise a number of substantive and procedural issues for parties to joint acquisition arrangements. Tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first...more
On June 24, 2019, Wisconsin Governor Tony Evers (D), signed into law AB 10, entitled “2019 Wisconsin Act 7.” This Act either bars a deduction for, or requires that amounts deducted be added back to, Wisconsin taxable income...more
States around the country continue to consider and enact laws and regulations to regulate student loan servicers and provide protections to student loan borrowers. Several states and the District of Columbia currently have...more
This week, a new amendment to the West Virginia Consumer Credit and Protection Act takes effect. The Act is one of the primary statutes that governs consumer loans, leases, credit sales, and other transactions in West...more
On May 15, 2019, President Trump issued an executive order (EO), "Executive Order on Securing the Information and Communications Technology and Services Supply Chain," prohibiting certain transactions involving...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER GREEK LAW - 1. PROCEDURE – MAIN STEPS OF REAL ESTATE ACQUISITION UNDER GREEK LAW. Acquisition of real estate property in Greece includes mainly the following steps: •...more
On January 23, 2019, the National Agency for industrial Safety and Environmental Protection of the Hydrocarbons Sector ("ASEA") published the "General Administrative Provisions on the Guidelines for the Design, Construction,...more
The ultimate success of a business often rests on the ability of its owners to make sound decisions up front - an ounce of prevention, if you will - and avoid bigger problems that might arise later. This principle...more
On October 13, 2016, Treasury and the IRS issued new final and temporary “anti-inversion” regulations under section 385 of the Internal Revenue Code that could treat certain purchasers of notes issued by securitizations as...more
On October 13, 2016, Treasury and the IRS issued important new final and temporary regulations (the “Regulations”) under section 385 of the Internal Revenue Code addressing the treatment of intercompany debt for U.S. federal...more
Proposed Regulations for Internal Revenue Code § 2704 Significantly Limit Valuation Discounts for Intra-Family Transfers - On August 2, 2016, the United States Department of the Treasury (the "Treasury Department")...more
On August 2, 2016, the Treasury Department and the Internal Revenue Service (the "IRS") issued proposed regulations under section 2704 (the "Proposed Regulations") of the Internal Revenue Code of 1986, as amended (the...more
In the latest chapter in the litigation wars against college athletics, on March 8, 2016, another antitrust class action was filed against the NCAA in its “home court,” the United States Southern District of Indiana. This...more
The world of private investment funds has been evolving to address the specific goals and expectations of investors, including pension plan sponsors and other investors with specific regulatory and economic needs. As a...more
Joint venture (JV) arrangements offer parties a number of benefits and opportunities they wouldn’t be able to realize on their own. However, because a poorly drafted JV agreement can present significant pitfalls, careful...more
Preferred stock issuances by Delaware corporations are often effected through a board’s “blank check” power contained in a company’s certificate of incorporation and permitted by Section 151(a) of the Delaware General...more