Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
Quick Overview: The New York LLC Transparency Act (NYLTA) is a new law requiring limited liability companies (LLCs) to annually disclose detailed information about their owners to the Department of State. Most LLCs that are...more
The Corporate Transparency Act (the “CTA”) requires a range of entities, primarily smaller, otherwise unregulated companies, to file a report with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network...more
On August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely to find two of these...more
1. What Is the Corporate Transparency Act and Why Was It Enacted? Congress enacted the Corporate Transparency Act (CTA) on January 1, 2021, to address concerns that the inaccessibility of U.S. companies’ beneficial ownership...more
The second installment in a multi-part series looking at the new Corporate Transparency Act discusses what is likely to be the first question that many companies have whenever a new law is passed – are we exempt? ...more
An employee stock ownership plan (ESOP) is a type of tax-qualified retirement plan. ESOPs are designed to invest primarily in qualifying employer securities, as defined in applicable tax rules....more
First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more
A Delaware Court of Chancery case decided earlier this year provides some useful guidance on the interpretation of LLC agreements and what constitutes a “deadlock” under Delaware law. The case, Mehra v. Teller, involved a...more
n AM General Holdings LLC v. The Renco Group, Inc., et al., CA. No. 7639 and The Renco Group, Inc. v. MacAndrews AMG Holdings, LLC, et al., C.A. No. 7668-VCS (Del. Ch. June 26, 2020), the Delaware Court of Chancery (the...more
The California General Corporation Law defines a "subsidiary" of a specified corporation to be a "corporation shares of which possessing more than 50% of the voting power are owned directly or indirectly through one or more...more
On May 22, 2019 the Treasury Department and the Internal Revenue Service released regulations (the “Final Regulations”) finalizing and making certain technical changes to proposed regulations (the “Proposed Regulations”,...more
As a general matter, a parent company will not be liable on a contract signed by its subsidiary simply because it is a wholly-owned subsidiary. Sometimes, however, it is possible to establish some other basis for binding a...more
A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and liabilities remain the same. But what about a more sophisticated transaction...more
• The Internal Revenue Service has issued a proposed regulation that in many cases should eliminate the detrimental U.S. tax consequences to a U.S. corporation under Section 956 of the Internal Revenue Code when the...more
While the Internal Revenue Code ("Code"), Subchapter C Corporation ("C Corp") will be the proper choice of entity for some closely held businesses (particularly in light of the federal tax reform package that became effective...more
Tax practitioners often face this issue: client is a limited liability company taxed as a partnership for federal income tax purposes (“LLC”), and it wants to issue equity to a current employee (“Individual”) without...more
This is an interesting decision because it explains inspection rights in the LLC context under the two different standards set out in Section 18-305(a) and (b) of the LLC Act. As expected, it is better to seek inspection as a...more
A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more