In May 2023, Florida became among the first states to limit select persons from "foreign countries of concern" from directly or indirectly owning, having a controlling interest in or acquiring an interest in Florida real...more
The U.S. Department of Education (ED) finalized new regulations last year that will take effect on July 1, 2024, directly impacting mergers and acquisitions involving higher education institutions. Specifically, the...more
Florida enacted Senate Bill (SB) 264 in May 2023, creating Chapter 692, Florida Statutes (the Act), to limit select persons from "foreign countries of concern" from owning, having a controlling interest in or acquiring an...more
The Second Section of the Mexican Supreme Court of Justice (SCJN) on June 14, 2023, ruled that it is constitutional for the Tax Administration Service (SAT) to request from taxpayers information related to their controlling...more
On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities. Minnesota...more
Now the subject of a lawsuit seeking to enjoin it, Florida Senate Bill 264 (CS/CS/SB 264), codified at Chapter No. 2023-33, Laws of Florida, would limit select persons from "foreign countries of concern" from directly or...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
Settlors often place some or all of the ownership in a closely-held business in a trust. A trustee managing a trust with an interest in a closely held business has difficult management issues to address and this often raises...more
The COVID-19 pandemic has been a catalyst for medical technology innovation, especially the Internet of Medical Things (IoMT). IoMT generally refers to the use of network and cloud technologies to connect medical equipment...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
Controlling persons of insurance companies would be required to file an annual group capital calculation (GCC) with state insurance regulators, and such information would be subject to confidentiality protections, under new...more
Section 1104-a of the Business Corporation Law (the BCL) empowers courts to dissolve a corporation if the petitioning shareholder can establish either of two specified grounds for dissolution. Section 1104-a(a)(1) authorizes...more
Seyfarth Synopsis: The Federal Deposit Insurance Corporation is accepting comments until March 16, 2020 on the proposed codification to the Statement of Policy for Section 19 of the Federal Deposit Insurance Act, as well as...more
I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more
The Russian government clarified requirements to disclosure of information about foreign investors' beneficiaries, beneficial owners and controlling persons. The Government Commission on Control over Foreign Investments in...more
This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In particular,...more
This survey summarizes several recent developments affecting bank deposits and payment systems. The U.S. department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued new guidance concerning the customer...more
In Olenik V. Lodzinski et al, the Delaware Supreme Court reversed the Court of Chancery finding the conditions required for business judgment review of a transaction with a controlling shareholder had not been conducted in...more
• Foreign Investor Forms W-8: An update of Forms W-8 on file for non-U.S. investors is generally recommended by December 31, 2018 to ensure that a date of birth (DOB) and non-U.S. taxpayer identification number (Foreign TIN)...more
If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own...more
Welcome to the March edition of the Proskauer UK Tax Round Up. As promised, the Spring Statement from the Chancellor focused on the economy and public finances without any major tax announcements. However, a few interesting...more
Germany—Major German insolvency law reforms designed to facilitate corporate group insolvencies will become effective on April 21, 2018. When the reforms come into force, they will supplement and complement the Recast...more
The new FinCEN regulations requiring financial institutions to secure beneficial ownership information is fast approaching – May 2018. The US has been way behind in this regulatory area. As a result, money-laundering activity...more
A February 2015 Morrison & Foerster client alert reported on the issuance of a new draft Foreign Investment Law (“FIL”) that, if promulgated, would institute far-reaching changes to the Chinese government’s oversight of...more
There are many state and federal statutes which provide personal liability against the owners of businesses that are operated through corporate or other legal forms such as Limited Liability Company’s (“LLC’s”). One such...more