ThomsonReuters

JANUARY 14, 2021

The IRS has updated and restated its revenue procedures governing letter rulings, determination letters, and other guidance, including guidance about employee benefit plans. Determination letter requests for plans that result from a plan merger must include the most recent determination letter for each predecessor plan. (An

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52

Reynolds Holding

MARCH 11, 2024

Section 14(a) only provides the SEC with authority to regulate disclosures in the proxy solicitation process , including the submission of shareholder proposals. No-Action Letters The SEC has allowed its staff to become a policy gatekeeper in the shareholder proposal process. The courts are also aware of this. In Trinity Wall St.

Corporate Finance 53

Corporate Finance Start-ups Finance Marketability 53

Reynolds Holding

AUGUST 23, 2023

Second, the rules will bring greater transparency to investors regarding preferential treatment, often arranged through side letters. Fourth, the rules will require advisers to obtain a fairness or valuation opinion when the adviser directs a fund to sell assets to another fund that the adviser also advises.

Corporate Finance 40

Corporate Finance Marketability Compliance Finance 40

Reynolds Holding

MAY 10, 2023

to provide prospective and committed investors with financial statements audited in accordance with GAAS, along with auditor opinion letters, confirming the adequacy of the company’s internal controls over financial reporting.” She would have the agency revise Regulation D to require these companies “to engage independent auditors and.

Marketability 64

Marketability 64

Reynolds Holding

SEPTEMBER 17, 2023

to provide prospective and committed investors with financial statements audited in accordance with GAAS, along with auditor opinion letters, confirming the adequacy of the company’s internal controls over financial reporting.” She would have the agency revise Regulation D to require these companies “to engage independent auditors and.

Marketability 59

Marketability 59

Farrel Fritz

JANUARY 23, 2023

In dismissing the deadlock-based petition, Justice Austin’s opinion, as he put it, refused to “import dissolution grounds from the Business Corporation Law” into the LLC Law. Too Cramped a Reading of Section 702? Austin in Matter of 1545 Ocean Avenue, LLC. 1545 Ocean Avenue involved an LLC owned by two 50/50 co-managing members.

Finance 52

Finance 52

Cooley M&A

AUGUST 27, 2020

While ambiguity is often revered in our entertainment, it is certainly less welcome in legal writing, which is why it’s comforting to read a Delaware opinion (for what else would us lawyers do in our spare time!) In a nutshell, under Section 141(f) of the DGCL, a board may act by unanimous written consent, as long as there is a proper quorum.

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40

Cooley M&A

JULY 20, 2023

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. This case-by-case standard has caused years of ambiguity – and corresponding reasoned legal opinions! Alexy (Del.

Equity 52

Equity Marketability 52

Internal Audit 360

OCTOBER 11, 2022

She was so impressed she wrote both of us a letter of commendation and took me to lunch, even letting me drive her Cadillac! So cynical Norman thinks that auditing risk management and reaching an opinion on its effectiveness at the great majority of organizations is very easy! Please provide your feedback in the Comment section below).

Compliance 98

Compliance Marketability 98

Reynolds Holding

MARCH 1, 2023

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. New Section 303A.14 1 Same as the NYSE. Same as the NYSE. Same as the NYSE.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

AUGUST 2, 2022

10b-5(b) [7] a “dead letter,” nor does it “create[] a serious anomaly or otherwise weaken[] the distinction between primary and secondary liability.” [8]. 10b-5(b) [7] a “dead letter,” nor does it “create[] a serious anomaly or otherwise weaken[] the distinction between primary and secondary liability.” [8]. Second Circuit Opinion.

Banking 58

Banking 58

Farrel Fritz

MARCH 7, 2022

Many years ago the NRA relocated its headquarters to Fairfax, Virginia, but it remains legally domiciled in New York as a Section 501 tax-exempt, not-for-profit corporation and charitable organization subject to the New York AG’s oversight. As Justice Cohen explained in his opinion’s introductory section, the AG’s allegations of misconduct.

Compliance 52

Compliance Start-ups 52

Internal Audit 360

OCTOBER 11, 2022

She was so impressed she wrote both of us a letter of commendation and took me to lunch, even letting me drive her Cadillac! So cynical Norman thinks that auditing risk management and reaching an opinion on its effectiveness at the great majority of organizations is very easy! Please provide your feedback in the Comment section below).

Compliance 52

Compliance Marketability 52

Harvard Corporate Governance

OCTOBER 28, 2022

With respect to public companies, the Commission proposed to add an entirely new section to Regulation S-K for climate disclosure. The Commission has received a large number of comment letters on the climate-related proposal for issuers and the ESG proposal for funds. 9] The Supreme Court reiterated this definition in Basic v.

Banking 199

Banking Enterprise Value Marketability Compliance 199

Farrel Fritz

JULY 11, 2022

Partners of a law firm that dissolved due to the death or resignation of a partner may elect under Section 73 of the Partnership Law to carry on the business of the dissolved partnership, provided that the deceased or retired partner is paid the value of her interest as of the date of dissolution.

Equity 52

Equity Business Valuation 52

ThomsonReuters

MAY 12, 2022

I understand that buyers typically ask for a determination letter to help assure that a plan is qualified, so I’m thinking we should get one. But I’ve heard that determination letters aren’t always available. When can a 401(k) plan be submitted for a determination letter? it is a single-employer plan).

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52

Reynolds Holding

APRIL 15, 2024

But that opinion was not the opinion of the court and thus is not binding precedent. The Guidelines have two sections. Section 1 requires all applicants to be depository institutions that are legally eligible to have master accounts. Tier 3 institutions would “generally receive the strictest level of review.”

Banking 45

Banking Finance Technology 45

Reynolds Holding

OCTOBER 5, 2022

In a concurrence to the Fifth Circuit’s opinion in Novinger , two of the three judges on the panel highlighted that the SEC “never responded” to “a petition to review and revoke the SEC policy [that] was filed nearly four years ago,” and predicted that “it will not be long before the courts are called on to fully consider this policy.”

Start-ups 72

Start-ups Marketability Equity Compliance 72

Reynolds Holding

JULY 5, 2022

Anticipation of and speculation surrounding the Court’s decision in Dobbs , fueled by the leak of Justice Alito’s draft opinion, dominated headlines for months. Walters , the Court limited the circumstances in which federal courts may hear petitions to confirm or vacate arbitral awards under Sections 9 and 10 of the FAA.

Compliance 45

Compliance 45

Reynolds Holding

SEPTEMBER 11, 2023

But they do impose substantial new and detailed quarterly reporting requirements, two prohibitions and many new disclosure requirements for side letters and expense allocations, and restrict certain other activities,which the SEC explicitly warned that Exam and Enforcement Staff will be closely reviewing. The SEC is Preparing to Litigate.

Compliance 40

Compliance Marketability Start-ups Banking 40

Reynolds Holding

JUNE 27, 2023

Section 14(a) of the Exchange Act [42] should not be read in a manner that allows the Commission to abrogate the role of state corporate law regarding the conduct of shareholder meetings, including any requirements or conditions on a shareholder’s ability to add a proposal to the meeting agenda. No – state law must continue to have a say.

Corporate Finance 45

Corporate Finance Marketability Finance Start-ups 45

Reynolds Holding

MARCH 31, 2022

4] While this disclosure requirement technically does not require a SPAC board to hire third parties to conduct analyses and prepare a fairness opinion, the proposed rules clearly contemplate that this is the likely outcome of the new requirement. 13] See e.g. , SEC Comment Letter re: Pershing Square Tontine Holdings Ltd. ENDNOTES. [1]

Corporate Finance 45

Corporate Finance Finance Marketability Appraisal 45

ThomsonReuters

SEPTEMBER 9, 2021

For more information, see EBIA’s 401(k) Plans manual at Sections XXVII.E (“Amendment Timing: Overview”), XXVII.F (“Remedial Amendment Periods Under the Code”), XXVII.G (“IRS Guidance Extending Remedial Amendment Periods”), XXVII.K (“Adopting a Pre-Approved Plan”), and XXVII.L (“Pre-Approved Plan: Opinion Letter Program”).

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52

Cooley M&A

MAY 21, 2021

Chancellor McCormick’s opinion in Snow Phipps Group, LLC, et al. Parties often include language mirroring the prevention doctrine in the termination section of a purchase agreement (e.g., KCake Acquisition, Inc., Transaction Background: Not Selling Like Hotcakes.

Debt Financing 40

Debt Financing Finance Equity Private Equity Firm 40

Reynolds Holding

MAY 9, 2023

Underlining the importance of disclosing the nominating stockholder’s investment horizon is the recent Chancery Court opinion in Goldstein v. In 2016 State Street published a letter setting forth a detailed analysis on how activist settlements have resulted in its effective disenfranchisement. [41]

Dividends 45

Dividends Finance Equity Marketability 45

FE International

JUNE 28, 2021

Naturally the “appropriate” multiple is where all parties seek to formulate their own opinion and hopefully (read: eventually) arrive at a consensus before consummating the deal. . This is found by going to the “Pages” section in SEMrush. Within the “Pages” section you can view the pages that account for the most traffic to the site.

Start-ups 59

Start-ups Marketability Technology 59

Reynolds Holding

FEBRUARY 1, 2023

For example, they could be required to engage independent auditors and would have to provide prospective and committed investors with financial statements audited in accordance with GAAS, along with auditor opinion letters, confirming the adequacy of the company’s internal controls over financial reporting. [50] 01 through 210.8-08

Marketability 58

Marketability Corporate Finance Compliance Equity 58

Reynolds Holding

JULY 27, 2022

For those of us unaccustomed to communicating in five-letter acronyms, those are the London Inter-Bank Offered Rate and the second Markets in Financial Instruments Directive, both international developments with material relevance to the U.S. 18] The key word to note here is that the letter provided a temporary position.

Banking 45

Banking Marketability Finance Corporate Finance 45

Farrel Fritz

MARCH 14, 2022

Berkun sued to dissolve for deadlock under Section 1104 of the Business Corporation Law (the “BCL”). The Court ruled, “It is clear that the partnership had no definite term and, therefore, was terminated by plaintiffs’ letter” dissolving the partnership “without breaching the partnership agreement.”. Opinion, Civ.

Equity 40

Equity 40

Reynolds Holding

JUNE 26, 2023

On June 17, 1963, the Supreme Court sided with the DOJ, holding that the merger violated section 7 of the Clayton Act. It has since become standard practice for the DOJ to address such mergers by negotiating branch divestitures and entering into a Letter of Agreement – or settlement of sorts – with the parties.

Banking 45

Banking Marketability 45

Reynolds Holding

FEBRUARY 9, 2023

In September 2022, the FCA published a “Dear CEO” letter specifically addressing its strategy for supervising benchmark administrators. The letter states that to address concerns about the subjective nature of ESG factors, companies need to provide more information about how they put together ESG benchmarks. In the U.K.,

Finance 49

Finance Marketability Start-ups Equity 49

ThomsonReuters

MARCH 1, 2021

More Labor Department opinion letters withdrawn. The withdrawal is an official WHD ruling and the letters may not be relied upon as statements of agency policy as of February 19, 2021. Without a written opinion, the U.S. The Senate takes up the ARP this week and may vote on the package before week’s end.

Start-ups 98

Start-ups Compliance 98