Taking Care of Business – Page 13 – Emerging legal issues impacting the business community.

06 Dec

SEC’s Government-Business Forum on Small Business Capital Formation Goes on Tour, Bringing Diverse Voices to the “Rock Star” of Small Business Cities

Securities

On November 30, 2017, the Securities and Exchange Commission (SEC) partnered with the Herb Kelleher Center for Entrepreneurship, Growth, and Renewal at the McCombs School of Business at The University of Texas at Austin to host the SEC’s 36th annual Government-Business Forum on Small Business Capital Formation. This was the first time since 2005 that the forum was hosted outside of Washington, D.C., and several of the panelists had local ties to Texas, bringing a diverse viewpoint to discussions. (more…)

01 Dec

Not So Fast! How Many Signatures Does it Take to Create a Binding Contract?

Cannabis

By: Josh Galante

Attorneys and their clients often refer to a contract becoming enforceable once it has been “fully executed,” but what does that phrase actually mean? Like most legal questions, the short answer is: “It depends.” It depends on several factors, including the type of contract, the parties involved, the course of dealing between those parties, and other facts and circumstances.

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21 Nov

Failure to Plead Non-Exculpated Claims and Well-Functioning Special Committee Shield Against Delaware Derivative Suit

Delaware, Litigation

By: Marc Casarino and Lori Smith

In a recent case, the Delaware Court of Chancery made clear the value of implementing a proper special committee to address the influence of a self-interested controlling party on a transaction as well as the requirements for satisfying demand futility for purposes of derivative actions.

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20 Nov

“Tax Cuts and Jobs Act” Proposes Changes to the Treatment of CFCs in Securing U.S. Borrowings

International, Tax

By: Kevin Koscil and Carlos Piñeiro

A controlled foreign corporation (CFC) is a foreign corporation that is more than 50% owned by shareholders who: (a) are U.S. citizens or residents, domestic entities, or U.S. trusts and estates; and (b) own 10% or more of the foreign corporation’s voting power. Under current law, a pledge of a CFC’s assets in certain loan transactions triggers a deemed distribution to the U.S. shareholders of the CFC for U.S. income tax purposes. This rule applies whether the pledge of the CFC’s assets is direct or indirect, meaning that a pledge of CFC stock could implicate a deemed distribution. Under a safe harbor rule, however, a pledge of less than two-thirds of the CFC’s stock (measured by voting power) will not be considered an indirect pledge of the CFC’s assets.

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09 Nov

U.S. House of Representatives Passes Save Local Business Act

Labor and Employment

By: George Morrison

On November 7, 2017, the U.S. House of Representatives passed the Save Local Business Act. While the fate of the legislation is uncertain in the Senate, if passed into law, the Act would substantially rein in the National Labor Relations Board’s (NLRB’s) and Fourth Circuit’s “joint-employer” rules. These rules vastly expanded the circumstances under which businesses could be held jointly liable for workplace violations involving employees of their independent contractors and franchises, as well as contract and temporary employees provided by or through staffing firms.

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01 Nov

Federal Tax Reform Continues to Inch Forward

Tax

By: William Hussey

Since the release of Republican tax reform principles on September 27^th by the so-called “Big Six,” both the U.S. House of Representatives and Senate have passed budget resolutions which clear a path forward for federal tax reform. As was widely anticipated, the House adopted the Senate budget resolution on October 26, 2017, and thus avoids the need to go to conference to work out the differences between the two chambers’ versions. The now joint resolution allows Congress as a whole to pass tax reform measures along party lines with a simple majority vote. The resolution also allows for tax cut measures to add up to $1.5 trillion to the federal deficit over a decade. However, the details of specific tax reform measures remain shrouded in a fog of ambiguity.

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25 Oct

Congressman Calls for Delay as CAT Deadline Nears

Privacy and Cybersecurity, Securities

By: Gwenn Barney

As the deadline nears for exchanges to report all stock and option trades to the Consolidated Audit Trail (CAT) database of the Security and Exchange Commission (SEC), calls are increasing for the launch of the planned massive inventory of equity and options markets activity to be delayed.

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20 Oct

Federal Judge Issues Opinion Concerning The Viability Of Data Breach Claims

Litigation, Privacy and Cybersecurity

A federal judge in the Southern District of New York recently issued an opinion providing guidance concerning the viability of data breach claims, particularly in the context of a breach of employee information. Sackin v. Transperfect Global, Inc. involves a purported class action filed on behalf of Transperfect employees whose personally identifiable information (PII) was disclosed as a result of a cyber attack. In January 2017, a targeted phishing email was sent to a Transperfect employee designed to look like it had come from the company’s CEO, requesting payroll information regarding Transperfect employees. The Transperfect employee fell for the scheme and sent unencrypted PII to the attacker including names, addresses, Social Security Numbers, and bank account numbers for Transperfect employees. According to the complaint, the disclosure involved thousands of employees. Read more at Cyber News.

20 Oct

UK Proposes Heightened Oversight Over Certain M&A Transactions to Protect National Security

International, Mergers and Acquisitions, Privacy and Cybersecurity

By: Gwenn Barney

The United Kingdom government proposed changes to its rules on mergers and acquisitions this week to give itself more oversight over deals that have national security implications.

The proposed rule will allow the government to intervene in a merger or acquisition involving a UK company with at least £1 million ($1.32 million) in revenue in the industries of military or dual use product design and manufacture, computer chip design, and quantum technology. Prior to this proposal, the turnover threshold for such an intervention was £70 million ($92.21 million) or where the effective market share of the combined business reached 25 percent or more.

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12 Oct

ICOs in the Sights of Regulators – Is the Party Over?

Securities

By: Michael Psathas

Initial coin offerings, or “ICOs”, have exploded in 2017 and in some cases have led to significant financial returns for speculative investors in the nascent industry. Companies from across the world have raised more than $1.6 billion this year according to CB Insights. However, it has been a challenging month for investors and other stakeholders expecting a laissez-faire regulatory environment both in the United States and abroad. (more…)

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