Control of a Set-aside Entity
The principle of “corporate separateness” – the idea that corporations are separate juridical entities and that stock ownership generally “will not create liability beyond the assets of the [corporation]” – is “deeply...more
This week, a Pennsylvania jury is hearing argument in a trial that will decide The Pennsylvania State University's trademark infringement claims against Vintage Brand, LLC, its affiliated company, and its owner. According to...more
In a potential shakeup for corporate liability, the Supreme Court will hear oral argument this year on whether a real estate developer’s corporate affiliates should be responsible for a $46.6 million trademark infringement...more
A recent Securities and Exchange Commission (“SEC”) settled enforcement action serves as an excellent reminder of the risk of operational integration to firms that operate multiple advisory entities, especially where one of...more
FTC’s challenge is the culmination of years of investigation, but choice of venue and theories of harm reveal potential weaknesses....more
Key Takeaways - ..Requires parties to provide notice to the Indiana Attorney General (“IN AG”) relating to certain mergers or acquisitions between an Indiana “health care entity” and another health care entity with total...more
The IRS recently issued private letter ruling (PLR) 107770-22 that involved a normalization issue of first impression, namely, whether payments received by a utility pursuant to an intercompany tax allocation agreement (TAA)...more
On May 7, 2024, the CFPB imposed a total of $4.6 million in redress and fines on the Company for allegedly withholding account-closure refunds to its consumers for an unreasonable amount of time....more
Number Holdings, Inc. the parent company of 99 Cents Only Stores LLC (“99 Cents” or the “Company”), an extreme value retail store operator, along with several affiliates, filed for Chapter 11 bankruptcy protection in...more
On behalf of the ESOPs & Employee Benefits team, we hope you’re enjoying the first days of Spring, when the longer days allow more time to ponder the ever-changing landscape of employee benefits compliance. Please find below...more
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
Although large organizations are generally exempt from filing under the Corporate Transparency Act (CTA), companies must perform a careful analysis to determine whether they have reporting obligations for certain subsidiaries...more
The following summarizes periodic pay-to-play reporting requirements under laws in Illinois, Maryland, New Jersey, Pennsylvania, Philadelphia and Rhode Island. Certain companies must file reports regarding their business...more
On January 8, 2024, the U.S. Court of Appeals for the Fifth Circuit reversed a jury’s verdict in a Commodity Futures Trading Commission (“CFTC”) enforcement action against EOX Holdings, L.L.C. (“EOX”) and its employee, Andrew...more
On September 21, 2023, the Commission found that J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) is an affiliate of Mankato Energy Center, LLC and Mankato Energy Center II, LLC (“Mankato Companies”) through...more
The Federal Energy Regulatory Commission ("Commission" or "FERC"), sustaining a previous order, holds that the appointment of a non-independent director by an investor to a utility's board creates a per se affiliate...more
Regulator clarifies that existing FCA rules will continue to apply but will also reflect the evolving landscape of financial promotions on social media. On 17 July 2023, the FCA published a guidance consultation (GC23/2)...more
The District of Massachusetts’s recent decision in Fairfield v. DCD Auto. Holdings, Inc., No. 22-cv-11977, 2023 U.S. Dist. LEXIS 109463 (D. Mass. June 26, 2023) serves as a key reminder for businesses not only to have...more
On May 11, 2023, the United States Small Business Administration will eliminate the SBA Franchise Directory, a move that may impact evaluation of franchise loans by some lenders. The change comes from the SBA’s revision of...more
The table below summarizes the tax legislation enacted by the General Assembly during its 2023 Regular Session and approved by Gov. Youngkin that will become law on or before July 1, 2023. Please note that any legislation...more
In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more
The U.S. Department of the Treasury and IRS intend to issue proposed regulations addressing application of a new excise tax on repurchases of corporate stock under Section 4501 of the Internal Revenue Code (Code). Section...more
The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more
After a five-year wait, the Federal Energy Regulatory Commission (FERC) has denied rehearing of its 2017 order in Magellan Midstream Partners, L.P., 161 FERC ¶ 61,219 (2017) (Magellan) that declared Magellan Midstream...more
In Re Unity Group Holdings International Ltd [2022] HKCFI 3419, the Hong Kong court has for the first time sanctioned a scheme of arrangement that releases debts of third-party obligors that were guaranteed by the scheme...more