Reynolds Holding

FEBRUARY 11, 2024

Supreme Court held oral argument on a question that could have significant consequences for securities litigants: whether a failure to disclose information under Item 303 of Regulation S-K is, standing alone, an actionable omission under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Moab Partners LP.

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Law 360 M&A

APRIL 27, 2023

Transform that Section 363(m) of the Bankruptcy Code is not a jurisdictional provision means parties to 363 sales are now at the mercy of courts that may have differing perspectives on the issue, creating uncertainty for trustees, third parties and purchasers, say Thomas Loeb and Carrie Brosius at Vorys. Supreme Court's holding in MOAC v.

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The Mentor Group

NOVEMBER 1, 2023

A Section 338(h)(10) election is a specific tax provision under the Internal Revenue Code (IRC) in the United States that allows for a special type of asset purchase treatment in the context of a stock purchase transaction. Here are some of the key benefits of a Section 338(h)(10) election.

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LaPorte

MAY 30, 2023

Tax Court affirmed the IRS's denial of section 501(c)(4) status to an ACO engaged in commercial shared savings programs. The post ACO not entitled to exemption under section 501(c)(4) first appeared on LaPorte.

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Law 360 M&A

JUNE 16, 2022

Decentralized autonomous organizations are all the rage, raising questions on the advantages and disadvantages of coupling them with the Bankruptcy Code’s Section 363 sale process to acquire assets free and clear under the supervision of a bankruptcy court, say attorneys at O’Melveny.

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Machen McChesney

JUNE 26, 2023

Tax Strategist Insight For individuals seeking to minimize taxes while also transferring wealth to the next generation, the income tax benefits provided under Internal Revenue Code Section 1202 can match up well with estate planning efforts.

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LaPorte

FEBRUARY 13, 2023

(authored by RSM US LLP) 2022 brings required capitalization and potentially hard decisions The post Take action on section 174 R&E compliance first appeared on LaPorte.

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ABI

JANUARY 19, 2024

John’s University School of Law American Bankruptcy Institute Law Review Staff Section 363(b) of title 11 of the United States Code (the “Bankruptcy Code”) provides that bankruptcy courts may authorize the trustee of a debtor to sell or lease property of the bankruptcy estate. [1] does not affect the validity of a sale or lease.” [2]

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Compliance 40

Accounting Web

JANUARY 31, 2022

Tax Paperwork Requirements for Section 1244 Shares.

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Auto Dealer Valuation Insights

FEBRUARY 26, 2024

Successful enterprising families are careful and deliberate consumers of family capital. Thoughtful capital planning comprises two distinct but related decisions.

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LaPorte

APRIL 25, 2023

See how the new required tax treatment of R&D costs under section 174 affects federal, state, and international taxes, as well as software development. The post FAQ: Capitalization and amortization of R&D costs under new section 174 rules first appeared on LaPorte.

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N Contracts

MAY 16, 2023

Before Section 1071 small business data collection begins, small business lenders need to draft procedures for collecting the data.

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Compliance 52

Gross Mendelsohn

AUGUST 9, 2022

A 1031 exchange, which gets its name from Section 1031 of the Internal Revenue Code, can help you swap one investment property for another and defer capital gains taxes. The like-kind exchange is one of the most money-savvy ways to defer capital gains taxes while building your long-term wealth.

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Reynolds Holding

DECEMBER 5, 2023

Pirani , [1] many have predicted that Section 11 of the Securities Act of 1933 will decline into a state of near irrelevance. Some have mourned this prospect in the belief that Section 11 induced issuers to comply with high standards of due diligence in public offerings. In the wake of Slack Techs.,

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LaPorte

OCTOBER 14, 2022

(authored by RSM US LLP) RSM submits comment letter on section 163(j) business interest expense law. The post RSM submits comment letter on section 163(j) business interest expense law first appeared on LaPorte.

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Trout CPA

JANUARY 4, 2023

2023-8 containing long-awaited procedural guidance concerning the 2017 amendment to Section 174, which requires the capitalization and amortization of specified research or experimental (R&E) expenditures paid or incurred in taxable years beginning after December 31, 2021. On December 12, 2022, the IRS released Rev.

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Mogin Rubin M&A

MARCH 14, 2023

In doing so, the Second Circuit reaffirmed longstanding antitrust law that a rule enacted by an association that governs member conduct is concerted activity subject to Section 1 of the Sherman Act.

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N Contracts

JANUARY 12, 2024

The regulatory agencies – especially the Consumer Financial Protection Bureau (CFPB) – finished 2023 strong with a variety of enforcement actions, lawsuits, reports, final rules, and guidance.

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Compliance 100

Reynolds Holding

JUNE 6, 2023

Pirani that Section 11 of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered under the registration statement they claim is materially misleading. 1967), in which Judge Friendly explained that only purchasers of newly registered shares could bring an action under Section 11.

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Benzinga

JANUARY 26, 2023

26, 2023 (GLOBE NEWSWIRE) -- New Mexico Water Service (New Mexico Water), a subsidiary of California Water Service Group (Group) (NYSE: CWT ), has signed an agreement to purchase the assets of Lake Section Water Company (Lake Section), a utility located in Chapparal, N.M. RIO COMMUNITIES, N.M.,

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Accounting Web

JANUARY 26, 2022

IRS Why Section 1244 Stock is a Worthy Investment.

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Law 360 M&A

JULY 18, 2022

Supreme Court's upcoming review of a lease dispute between Sears Holdings and the Mall of America, because the case has the potential to make Section 363 sales and leases more vulnerable to unraveling by appellate courts, say Thomas Loeb and Drew Parobek at Vorys.

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ThomsonReuters

SEPTEMBER 1, 2022

In a long-running dispute between HHS and a group of faith-based health care providers over the reach of Affordable Care Act (ACA) Section 1557, the Fifth Circuit has upheld a permanent injunction prohibiting HHS from requiring the providers to perform or provide insurance coverage for gender-transition procedures or abortions. HHS appealed.

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Harvard Corporate Governance

OCTOBER 14, 2023

Section 13(f)(2) of the Exchange Act requires the Commission to prescribe rules providing for the public disclosure of the name of the issuer and the title, class, CUSIP number, and aggregate amount of the number of short sales of each security, and any additional information determined by the Commission. [1] Thank you, Chair Gensler.

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LaPorte

DECEMBER 9, 2021

The post Proposed amendments to section 1202: Effect on federal tax liability first appeared on LaPorte. (authored by RSM US LLP) Under the BBB Act, only the 50% gain exclusion would be available to taxpayers that sell QSBS. How would this affect their tax liability?

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Law 360 M&A

JULY 26, 2023

In the months since the U.S. Supreme Court's ruling in MOAC Mall Holdings, courts and practitioners must grapple with the issue of what effectual relief courts may grant upon an appeal of an unstayed sale order, says Monique Jewett-Brewster at Hopkins Carley.

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ThomsonReuters

AUGUST 5, 2021

Guidance on “Long COVID” as a Disability Under the ADA, Section 504, and Section 1557 (July 26, 2021). The guidance warns that individuals with long COVID that qualifies as a disability are entitled to the same protections from discrimination as any other persons with disabilities under the ADA and Section 1557. Press Release.

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John Jenkins

MARCH 23, 2023

This Davis Polk memo says that the plaintiffs’ bar has discovered Section 203 of the DGCL – the Delaware Takeover Statute – and has recently been asserting claims based on alleged non-compliance with its requirements in M&A litigation.

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Machen McChesney

MARCH 4, 2022

As 2022 kicks off and tax legislation continues to be stalled in Congress, the amendment to Internal Revenue Code (IRC) Section 174 was originally introduced by the 2017 tax reform legislation, the Tax Cuts and Jobs Act (TCJA), is now in effect.

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ABI

JANUARY 23, 2024

John’s University School of Law American Bankruptcy Institute Law Review Staff Section 365(a) of title 11 of the United States Code (the "Bankruptcy Code") allows a bankruptcy trustee to assume and assign an executory contract of the debtor. [1] Shannon McGarr St. 15] Svenhard’s appealed. [16] 15] Svenhard’s appealed. [16]

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ABI

JANUARY 19, 2024

John’s University School of Law American Bankruptcy Institute Law Review Staff Title 11 of the United States Code (the “Bankruptcy Code”) provides under section 365(a) that a debtor in possession may, “subject to the court’s approval… assume or reject any executory contract or unexpired lease of the debtor.” [1]

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Accounting Web

FEBRUARY 2, 2022

Clients How to Qualify for Section 1244 Stock.

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John Jenkins

NOVEMBER 30, 2023

On Monday, the 2nd Circuit issued its decision in In Re: Nine West LBO SEC. 20-3257 (2d Cir.; 11/23), in which it overturned the SDNY’s prior decision dismissing creditors’ claims seeking to recoup merger consideration paid to the company’s former director, officer & employee stockholders in connection with 2016 LBO.

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Harvard Corporate Governance

AUGUST 17, 2023

Because Section 27 of the Exchange Act gives federal courts exclusive jurisdiction over Section 14(a) claims, enforcing the bylaw provision would effectively prohibit a Section 14(a) derivative action from being brought in any forum. Horvath, Ms. Liu, Mr. Steinberg, Michael S. Doluisio , Joni S. Jacobsen , and Neil A.

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Mogin Rubin M&A

SEPTEMBER 27, 2023

The Federal Trade Commission (“FTC”) and 17 state attorneys general on September 26th filed their long-awaited antitrust complaint against Amazon.com in federal district court in the Western District of Washington. The complaint ( a redacted version of which is available here ) is a foreseeable ambition of FTC Chair Lina M.

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Marketability 59

ABI

JANUARY 13, 2022

American Bankruptcy Institute Law Review Staff. . Section 523 of Title 11 of the United States Code (the “Bankruptcy Code”) generally provides that a student loan cannot be discharged unless it would impose “undue hardship” on the debtor. [1] to have his student loan debt discharged. [5] to have his student loan debt discharged. [5]

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N Contracts

AUGUST 10, 2022

Regulatory change is a wheel that never stops turning. What do you need to know about regulatory agency activity for July 2022? Our compliance experts break it down in this month’s regulatory brief. Read on for a quick summary.

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