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Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It...more
Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more
What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more
This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more
In 2019, LGH Investments, LLC loaned $100,000 to Social Life Network, Inc., a software licensing company, in exchange for a convertible note, common stock, and stock warrant for 412,500 shares at a strike price of $0.20. The...more
In the complex world of “cap and trade” emissions regimes, acquiring credits to offset a company’s pollution portfolio requires decision makers to see the forest for the trees. And sometimes to buy the forest....more
Enhancing market efficiency, transparency, and investor protection - The US Securities and Exchange Commission (SEC) adopted amendments to Regulation National Market System (Regulation NMS or Reg NMS). Regulation NMS was...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
If you own a small business, you may qualify for significant tax savings under section 1202 of the Internal Revenue Code of 1986, as amended (Section 1202). Owners or investors of certain C corporations (C corps) may be...more
Following its previously announced enforcement sweep in September 2023, the Securities and Exchange Commission (SEC) announced on September 25, 2024, that it had settled charges against 23 entities and individuals for failing...more
On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly...more
In our previous article, we described the due diligence process, including what a buyer would look for in your practice. Once due diligence is under way, the next step is the purchase agreement, which is usually prepared by...more
On September 13, 2024, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a complaint alleging that an equity fund (the “Company”), its affiliate companies, and several...more
We encounter many founders who have based their enterprises in the U.S., but who are not U.S. citizens or permanent residents, or who may have other significant cross-border ties such as close family living outside the U.S....more
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