Harvard Corporate Governance

FEBRUARY 15, 2024

Generative AI (GenAI) represents a groundbreaking leap in technology with the potential to increase productivity and transform work, business models and society. Further, the continuing energy transition demands a reframing of business strategy to mitigate risks and thrive in a low-carbon economic future.

Technology 180

Technology 180

Machen McChesney

APRIL 3, 2024

Your business should generally maximize current-year depreciation write-offs for newly acquired assets. Two federal tax breaks can be a big help in achieving this goal: first-year Section 179 depreciation deductions and first-year bonus depreciation deductions.

78

78

Harvard Corporate Governance

FEBRUARY 29, 2024

Introduction BlackRock updated its proxy guideline introductory section to include an emphasis on understanding the drivers of risk and financial value creation in companies’ business models via its three-tiered approach for long-term investment stewardship: Engaging with companies to build their understanding of a company’s approach to corporate governance (..)

128

128

Harvard Corporate Governance

OCTOBER 5, 2022

Plaintiffs seeking to bring such a suit would likely allege one or more of the following causes of action: Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”), and. Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated.

Marketability 197

Marketability 197

Harvard Corporate Governance

OCTOBER 24, 2023

We are pleased that the new rule amendments set forth more reasonable filing deadlines than those initially proposed by the SEC in February 2022 and do not codify certain rules governing group activity or when to deem certain holders of cash-settled derivative securities as beneficial owners of the reference security, as originally proposed.

Equity 211

Equity 211

N Contracts

SEPTEMBER 27, 2023

The latest 1071 compliance updates, news, and analysis for financial institutions and small business lenders covered under the CFPB’s Section 1071 final rule.

Compliance 89

Compliance 89

Harvard Corporate Governance

MARCH 18, 2024

1] Moelis is a strong reminder that the foundation of the corporate form in Delaware is the independent authority of a board of directors, elected by stockholders and entrusted to manage the business and affairs of the corporation as fiduciaries.

128

128

John Jenkins

APRIL 24, 2024

Like the proposed rule, the final version includes an exception for non-competes entered into in connection with the bona fide sale of a business. The carve-out is contained in Section 910.3(a) Yesterday, the FTC adopted a final rule banning most non-competes in a 3-2, party line vote.

45

45

Harvard Corporate Governance

APRIL 12, 2022

3] In 2018, the Commission issued interpretive guidance to reinforce and expand upon the 2011 Staff Guidance by identifying existing provisions in Regulations S-K and S-X that may require disclosure about cybersecurity risks, governance, and incidents. [4] 4] Notably, the guidance did not create any new obligations.

Corporate Finance 196

Corporate Finance Finance 196

Harvard Corporate Governance

MAY 6, 2022

Specifically, the proposed rules would require: A new section in annual reports and registration statements titled “Climate-Related Disclosure,” which would include climate-related governance, risk, business impacts, targets and goals and other related disclosures.

189

189

Machen McChesney

OCTOBER 4, 2023

, you may be surprised to find that most business deductions aren’t specifically listed. For example, the tax law doesn’t explicitly state that you can deduct office supplies and certain other expenses.

96

96

Reynolds Holding

NOVEMBER 20, 2023

Judge Arthur Engoron has ordered that receivers be appointed, apparently to oversee the dissolution of the Trump Organization’s limited liability companies (or “LLCs”), and has further directed that the “assumed name” certificates be cancelled for these LLCs, which were filed under Section 130 of the New York General Business Law.

52

52

Harvard Corporate Governance

DECEMBER 12, 2022

Franke Professor of Law and Business at Stanford Law School and Mohsen Manesh is Professor at University of Oregon School of Law. Borak held that shareholders enjoy a private right of action under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). Grundfest is William A. Case Company v.

205

205

Appraisers Blog

APRIL 18, 2024

What section is that fee appropriately placed? Sadly, pass the cost of what used to be lender side cost of doing business back to the consumer. Per the article: ‘a $29 “Lender QC Fee” would be added to all new appraisal orders.’ ’ The ‘lender QC fee’ falls where in consumer fee disclosure requirements?

Appraisal 83

Appraisal Technology 83

Benzinga

APRIL 26, 2024

(NASDAQ: FANG ) ("Diamondback" or the "Company") today announced that its stockholders have approved the issuance of shares of Diamondback common stock in connection with the proposed business combination with Endeavor Energy Resources, L.P. Endeavor"). Securities and Exchange Commission.

45

45

Reynolds Holding

APRIL 23, 2024

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following several recent Court of Chancery decisions.

Private Equity Firm 45

Private Equity Firm Marketability Compliance Equity 45

Farrel Fritz

NOVEMBER 13, 2023

Naturally, the topic was business divorce litigation. My co-panelists Chris Mercer (Mercer Capital) and William Savino (Woods Oviatt Gilman LLP) respectively spoke about the marketability discount in fair value appraisal proceedings and caselaw developments concerning closely held business corporations. New York was no exception.

Fair Market Value 59

Fair Market Value Appraisal Marketability 59

Machen McChesney

DECEMBER 13, 2022

If you own a business, you may wonder if you’re eligible to take the qualified business income (QBI) deduction. Sometimes this is referred to as the pass-through deduction or the Section 199A deduction.

86

86

Appraisers Blog

FEBRUARY 7, 2024

Separation from mortgage loan production is section 4. link] I’ll come through with another post for investigators and legislators to read later, busy now. Those guidelines regarding lenders responsibility in engaging appraisers are located in AIR, appraiser independence requirements.

Appraisal 60

Appraisal 60

Farrel Fritz

FEBRUARY 26, 2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Early Common Law First, some historical context.

Compliance 59

Compliance 59

Harvard Corporate Governance

AUGUST 4, 2022

the business description section) of their 10-K filing. This post is based on their recent paper. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A. A number of interesting, stylized facts emerge from our analysis.

Technology 211

Technology Finance 211

Harvard Corporate Governance

OCTOBER 17, 2022

stock exchange or otherwise registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). K”); and ( iii ) require information disclosed on Form SR or pursuant to Item 703 of Regulation S-K to be tagged with inline eXtensible Business Reporting Language (“Inline XBRL”). Rulemaking Activity.

Equity 204

Equity 204

N Contracts

OCTOBER 27, 2023

The latest 1071 compliance updates, news, and analysis for financial institutions and small business lenders covered under the CFPB’s Section 1071 final rule.

Compliance 52

Compliance 52

ThomsonReuters

MARCH 25, 2024

Section 174 Capitalization of the Tax Cuts and Jobs Act (TCJA) has created confusion for many corporate tax specialists to work through in the coming months. As a reminder, Section 174 defines both indirect and direct research expenses. Pending legislation is complicating matters even further. However, passage of H.R.

Technology 45

Technology Compliance 45

IVSC

JANUARY 10, 2024

ESG in Business Valuation and Private Companies: The report sheds light on the increasing integration of ESG factors in business valuation, focusing on their impact on risk, cost of capital, and investment decisions. It discusses the evolving valuation methodologies incorporating ESG considerations.

Business Valuation 147

Business Valuation 147

Auto Dealer Valuation Insights

DECEMBER 5, 2023

Lange, CPA are presenting an in-person CLE session at the Memphis Bar Association’s Business Law Section Annual Seminar on December 13, 2023, at 4 PM. Their session will cover “Business Valuations for Litigation, Damages, and Transactions: A Guide for Attorneys.” Karolina Calhoun, CPA/ABV/CFF and Zac L.

Business Valuation 52

Business Valuation 52

Harvard Corporate Governance

APRIL 6, 2022

Reed violated Exchange Act Section 10(b) and its accompanying Rule 10b-5 “by trading on material, non-public information [of Torotel, Inc.] in breach of his duty of trust and confidence owed to his business partner (“Business Partner”), who was also a Torotel director and family member.” [1] emphasis added). more…).

201

201

Harvard Corporate Governance

NOVEMBER 3, 2023

Posner, Cooley LLP, on Thursday, November 2, 2023 Tags: CFO , Pareteum , SEC , Section 17(a) Circuit , ESG , intraportfolio , SEC SEC charges executives with fraudulent revenue recognition practices Posted by Cydney S.

Dividends 184

Dividends Equity Marketability 184

Benzinga

JANUARY 4, 2023

NASDAQ: SNDL ) under Section 192 of the Canada Business Corporations Act in accordance with the terms of the arrangement agreement between Valens and SNDL dated August 22, 2022. Under the terms of the arrangement, Valens' shareholders will.

Marketability 98

Marketability 98

Harvard Corporate Governance

NOVEMBER 10, 2022

Franke Professor of Law and Business at Stanford Law School and Mohsen Manesh is Professor at University of Oregon School of Law. Section 2 of that statute mandates. “[a] Posted by Mohsen Manesh (University of Oregon), Joseph Grundfest (Stanford University), on Thursday, November 10, 2022 Editor's Note: Joseph A.

212

212

ThomsonReuters

JANUARY 19, 2023

As background, Section 1557 prohibits discrimination in certain health programs and activities on the basis of race, color, national origin, sex, age, or disability. HHS regulations issued in 2016 interpreted Section 1557 as applying to all operations of health insurers that receive federal financial assistance.

52

52

Harvard Corporate Governance

AUGUST 24, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. Marlier, Morrison & Foerster LLP, on Wednesday, August 24, 2022 Editor's Note: Jina Choi , Michael D.

Data Analysis 228

Data Analysis Compliance 228

Harvard Corporate Governance

JUNE 4, 2023

Require a company to disclose quarterly via a checkbox whether any of its Section 16 officers or directors – or senior management or directors for FPIs – purchased or sold shares (or other units) that are the subject of a company share repurchase plan or program within four business days before or after the announcement of the plan or program.

Equity 205

Equity 205

Hallmark Brokers

AUGUST 22, 2023

Becoming a business owner is a dream many nurture, envisioning independence, creativity, and financial prosperity. However, business ownership comes with challenges and rewards, like any worthwhile endeavor. Before leaping into entrepreneurship, it’s crucial to ask yourself, “Is business ownership right for me?”

52

52

ThomsonReuters

DECEMBER 29, 2020

First, let’s start by identifying the sections of the CAA, 2021 that are most important to payroll professionals: (1) Division N – Additional Coronavirus Response and Relief (ACRR); (2) Division O – Extensions and Technical Corrections (ETC); and (3) Division EE – Taxpayer Certainty and Disaster Tax Relief (TCDTR) Act of 2020.

Start-ups 118

Start-ups Treasury Finance 118

Reynolds Holding

APRIL 2, 2024

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly for consideration during its 2024 regular session. Activision Blizzard, Inc.

Marketability 45

Marketability Compliance Finance Appraisal 45

Reynolds Holding

MARCH 26, 2024

Despite facing challenges both from Congress and in court, the Consumer Financial Protection Bureau’s (CFPB’s) “Small Business Lending Under the Equal Credit Opportunity Act (Regulation B)” (Small Business Rule) is likely here to stay. In December 2023, President Biden vetoed the congressional challenge to the rule. 12 CFR §1002.107.

Compliance 45

Compliance Banking Marketability Finance 45