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Since the Corporate Transparency Act took effect on January 1, 2024, scammers have seized the opportunity to send notices to owners of recently formed companies offering “filing services.” The alert includes a. By: Robinson & Cole LLP
The purpose of the meeting is to approve the reincorporation of the corporation from the State of Delaware to the State of Nevada by conversion. Earlier this week, The Trade Desk, Inc. filed preliminary proxy materials for a special meeting of stockholders.
On September 13, 2024, in the Federal Register, the Treasury and IRS published proposed regulations implementing the corporate alternative minimum tax (“CAMT”).
Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.
As the analytics landscape has evolved, application teams who need to embed dashboards, reports, and other analytics capabilities in their commercial and corporate applications can choose from dozens of solutions. How do you differentiate one solution from the next?
Quicker and easier sharing of customer information relating to economic crime concerns between firms in the UK financial sector has been encouraged by provisions in the Economic Crime and Corporate Transparency Act 2023 (Act), which came into force on 15 January 2024. The UK Government published accompanying guidance in October 2024.
Cloud computing has revolutionized the way companies operate, collaborate and make strategic decisions, especially in the realm of corporate dealmaking. In this post, we’ll explore the profound impact of cloud technology on corporate dealmaking and how it has reshaped the landscape of mergers, acquisitions, divestitures and beyond.
The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 10, 2024.
Change is an inevitable part of the corporate lifecycle. Corporations often find themselves at a crossroads where adapting to new market conditions, enhancing efficiency, or pursuing strategic growth becomes imperative. By: Dunlap Bennett & Ludwig PLLC
According to the latest statistics from Delaware’s Division of Corporations, 68.2% of all Fortune 500 companies are incorporated in the Delaware, 79% of US-based IPOs in 2022 listed Delaware as their “corporate home,” and there were 313,650 total business entity formations in 2022 in Delaware. By: Foley & Lardner LLP
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss.
TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions.
Inorganic growth through M&A and corporate development has become an integral strategy for companies seeking innovation and competitive advantage. Continuous Learning M&A and corporate development transactions offer unique learning experiences. Live playbooks help rectify these costly blunders.
The Justice Department announced yet another version of its Evaluation of Corporate Compliance Programs. As everyone knows, the Justice Department’s guidance carries talismanic significance — it is an important document that provides valuable direction on the design and implementation of an effective compliance program.
This briefing is the seventh in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks developments identified in our previous briefings and outlines new matters of interest.
Welcome to the Conyers BVI Corporate Review for Q3 2024. In this edition we cover the upcoming annual return filing deadlines for BVI companies, recent headline transactions, recent publications and British Virgin Islands incorporation statistics. By: Conyers
Limited liability companies (LLCs) offer significant tax flexibility – for one thing they can elect to be treated as disregarded entities, partnerships, C corporations, or S corporations, and can even shift between those tax classifications.
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. filed a preliminary information statement with the Securities and Exchange Commission disclosing that its stockholders had "approved the re-domestication of the Company from a Delaware corporation to a Nevada corporation".
Corporate Venture Capital (CVC) slowed to its lowest share of total VC deals since 2014 in the second quarter of 2024. Pitchbook data shows that just over 978 corporates have made a VC deal in the United States so far in 2024. Only 23.3% of deals that were completed include a CVC investor in Q2.
The Delaware Supreme Court ruled in In re Fox Corporation/Snap Inc. that corporations do not need to seek votes from each stockholder class to approve charter amendments exculpating officers. In the first quarter of 2024, Delaware courts issued several noteworthy opinions.
Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers. The UK government is cracking down on corporates turning a blind eye to fraud and other economic crime. By: Latham & Watkins LLP
The Corporate Transparency Act (CTA) requires “reporting companies” to report certain beneficial ownership information (BOI) to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) in order to enhance corporate transparency in the United States. By: Burr & Forman
Will state corporate law power fracture into an Eastern empire in Wilmington and a Western empire in Austin or Sin City? For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). By: Woodruff Sawyer
We are pleased to announce the launch of MoFos new quarterly newsletter highlighting the most important developments in federal securities and Delaware corporate litigation. In this first edition, we provide a rundown of the major developments in the fourth quarter of 2024 for busy in-house counsel. By: Morrison & Foerster LLP
failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. Earlier this week, I noted that the stockholders of Fidelity Financial Inc. The vote was hardly decisive because more stockholders voted for the move than against it. Those who couldn't vote or be bothered to vote (i.e.,
It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued its second final rule establishing the framework for access to and protection of beneficial ownership information (“BOI”) pursuant to the CTA.
The Criminal Division of the US Department of Justice released a revised version of its Evaluation of Corporate Compliance Programs on September 23, 2024. The guidance is intended to help prosecutors assess the effectiveness of corporate compliance programs during a criminal investigation. By: Morgan Lewis
DOJ has been on a public relations campaign to push a simple message for corporations: if companies learn of misconduct, companies should disclose such misconduct to earn valuable benefits.
Earlier this month, the IRS released Revenue Procedure 2024-24, which sets forth new requirements for requests for private letter rulings ("PLRs") on corporate spin-off and split-off transactions.
14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 2023-0470 PRW (Del. 27, 2024, corrected Mar. By: Morris James LLP
Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important antitrust considerations companies should have top of mind in 2024. By: Vinson & Elkins LLP
As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following changes. Originally Published on American Bar Association, Business Law Today. By: Morris James LLP
On September 23, 2024, the Department of Justice’s (“DOJ”) Criminal Division announced significant changes to its Evaluation of Corporate Compliance Programs (“ECCP”), which prosecutors use in assessing the effectiveness of corporate compliance programs.
Although much attention of late has been devoted to proposals to reincorporate in Nevada from Delaware, not every corporation is swimming in the same direction. a Nevada corporation, filed a registration statement on Form S-4 in connection with a proposed reverse triangular merger with TuHURA Biosciences, Inc.,
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance community.
. - These updates follow repeated statements by senior DOJ leadership on the importance of addressing national security threats in the corporate context, and the related commitment to apply significant additional resources to corporate enforcement efforts in the national security realm. By: Akin Gump Strauss Hauer & Feld LLP
This included a provision purporting to allow those stockholders to remove directors while holding less than a majority of the voting power and that the Delaware General Corporation Law (the DGCL) does not authorize a corporate charter to incorporate substantive provisions of a stockholders agreement by reference because.
Pursuant to the Corporate Transparency Act (CTA), certain “Regulated Entities” must now file information concerning their beneficial ownership information (BOI) with the Financial Crimes Enforcement Network (FinCEN) so that the data can be accessed by law enforcement, the IRS, certain other agencies, and select financial services companies in a new (..)
Department of Justice (DOJ) released an updated version of its guidance to prosecutors on the Evaluation of Corporate Compliance Programs (“ECCP”). On September 23, 2024, the U.S. By: Vinson & Elkins LLP
Also on January 10, the FTC announced revised jurisdictional thresholds for Section 8 of the Clayton Act (Corporate Interlock Statute). On January 10, 2025, the Federal Trade Commission announced revised jurisdictional thresholds and a revised filing fee schedule under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
For an organization to succeed in the market, it must have a solid reputation; negative public perception resulting from unethical conduct, adverse legal and regulatory actions, and harmful business practices can result in the loss of business, customers, and overall corporate value. By: Dunlap Bennett & Ludwig PLLC
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