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COVID-19: Disclosure and Capital Markets Considerations for US Listed Public Companies

COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES - The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more

IRS Permits First Spin-off of R&D Intensive Business With No Pre Spin-off Income

On February 28, 2020, the Internal Revenue Service (the “IRS”) released PLR 202009002, the first private letter ruling that will potentially permit a tax-free spin-off of a research and development (“R&D”) intensive business...more

IRS Announces Study of Active Trade or Business Requirement for Spin-off Transactions

On September 25, 2018, the IRS announced that it is undertaking a study regarding the application of the five-year active trade or business requirement of Section 355(b) (the “ATB Requirement”) to entrepreneurial ventures...more

FTC Warning: Don’t Overshare in Pending Deals

The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more

WannaCry Global Ransomware Attack: What You Need to Know

The WannaCry ransomware attack was first reported on Friday, May 12. Within hours, it shut down thousands of computer systems, locking users out of their own files. The latest report estimates over 300,000 computers in 150...more

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

HHS Releases Guidance on Privacy and Security Audits and Ransomware

If your organization operates in the healthcare industry, particularly if it qualifies as a covered entity or business associate under the Health Insurance Portability and Accountability Act (HIPAA), you may have noticed the...more

Delaware Supreme Court Decision in Rural/Metro Affirms $76 million Judgment Against Third-Party Advisor for Aiding and Abetting...

On November 30, 2015, the Delaware Supreme Court affirmed post-trial decisions by the Delaware Court of Chancery (i) holding RBC Capital Markets, LLC liable to Rural/Metro Corp. shareholders for nearly $76 million based upon...more

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