Business – Page 4 – Taking Care of Business

Rules Finalized Permitting Employees to Buy Individual Health Insurance Plans through HRAs

Jun 18, 2019

On June 13, 2019, the U.S. Departments of Health and Human Services, Labor and the Treasury issued final rules that will expand the use of health reimbursement arrangements (HRAs), which are a type of account-based health plan that employers can use to reimburse employees for their medical care expenses. The unpublished final rule is scheduled to be published on June 20, 2019, after which it can be found at the Federal Register. (more…)

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

Jun 18, 2019

By: Marc Casarino and Ryan Udell

Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from using such communications against the seller in disputes between the buyer and the seller, but the buyer can continue to assert that privilege in disputes with third parties. The default rule under Delaware law is that the privilege passes to the buyer post-closing. More specifically, section 259 of the Delaware General Corporation Law provides, in part, that “all property, rights, privileges, powers and franchises” shall pass to the surviving corporation. However, the parties may negotiate around this provision in the transaction documents according to the Delaware Court of Chancery’s decision in Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP.[1]

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Designing Tax Efficient Business Transactions

Jun 17, 2019

By: Carl Koerner

There is an old joke that a camel is a horse that has been designed by a committee. We all know that it isn’t true. In fact, camels are horses that have been bred for maximum tax efficiency. Tax efficiency is the benign term that we use for the tortured process of restructuring a business arrangement to minimize taxes—all taxes, including income, sales, estate, gross receipts, federal, state, city and foreign. When you realize how many taxes there are and how many jurisdictions impose them, the camel design looks pretty sleek. (more…)

Termination of Buyback Option Not a Fraudulent Transfer

May 30, 2019

By: Thomas Pinney and Heidi Sorvino

In In re Pazzo Pazzo, Inc., Judge John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey (Newark) held that the pre-petition termination of a buyback option pursuant to the terms of a real estate lease which contained the option did not constitute a fraudulent transfer under §548 of the U.S. Bankruptcy Code. While this may sound like common sense, the decision actually required the bankruptcy court to do some analysis and reconcile what appeared to be several contrary decisions. (more…)

Rules Finalized Permitting Employees to Buy Individual Health Insurance Plans through HRAs

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

Designing Tax Efficient Business Transactions

Termination of Buyback Option Not a Fraudulent Transfer

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