Law Offices of Gary Martin Hays & Associates
P.C.
75 Ponce De Leon Ave NE Ste 101
Atlanta,
GA 30308(470) 294-1674
www.garymartinhays.com
New York Law Journal | Analysis
By Elliot Pisem and David E. Kahen | February 19, 2020
The appropriate tax treatment is not clear where a taxpayer makes a payment not in respect of a guarantee of another person's debt obligation, but, rather, by reason of a guarantee of performance of some other sort of contractual obligation of another person. In their Taxation column, Elliot Pisem and David E. Kahen discuss a recent Fifth Circuit decision affirming a district court decision, in which a deduction was disallowed for an expenditure that was at least arguably of this nature.
New York Law Journal | Analysis
By Joseph M. McLaughlin and Shannon K. McGovern | February 11, 2020
The Delaware Court of Chancery recently addressed a nearly unprecedented issue: the discovery and privilege implications of a special litigation committee's decision to hand over control of a company claim to a stockholder derivative plaintiff who initiated the claim and survived a motion to dismiss. As Joseph M. McLaughlin and Shannon K. McGovern discuss in this edition of their Corporate Litigation column, the framework established by the court to provide the plaintiff with the benefit of the SLC's work has expansive disclosure aspects and important boundaries to be understood by practitioners.
New York Law Journal | Analysis
By Barbara M. Goodstein | February 5, 2020
In mid-2018, the American Law Institute and National Conference of Commissioners on Uniform State Laws adopted amendments to the Official Text of UCC §§9-406 and 9-408 that would make those sections inapplicable to a security interest in a general partnership, limited partnership or limited liability company. Barbara M. Goodstein discusses those amendments in this edition of her Secured Transactions column.
New York Law Journal | Analysis
By David A. Katz and Laura A. McIntosh | January 22, 2020
In their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss a governance initiative that, if successful, ultimately could have two significant effects on the ESG disclosure landscape: It may help generate a consensus as to common disclosure standards and, more importantly, it may increase the relevance of ESG disclosures to investors by heightening the quality, consistency, and impact of the information provided.
New York Law Journal | Analysis
By John C. Coffee Jr. | January 15, 2020
In this edition of his Corporate Securities column, John C. Coffee Jr. examines law firm merger trends, particularly how the old order is changing; the forces that appear to be driving law firm mergers; why some firms have remained aloof and distant from this process; and the hidden impact on equality within the firm.
New York Law Journal | Analysis
By Steven M. Witzel and Chelsea P. Azrak | December 31, 2019
In this Corporate Crime column, Steven M. Witzel and Chelsea P. Azrak discuss two separate SEC annual reports setting forth expected new policies and highlighting recent practices designed to further incentivize individual whistleblowers and cooperating companies to report and address violations of the securities laws.
New York Law Journal | Analysis
By Corinne Ball and Miguel Eaton | December 24, 2019
In this Distress Mergers and Acquisitions column, Corinne Ball and Miguel Eaton discuss the recent decision in 'Sun Capital Partners', which eradicates the one federal court decision that found liability for an ownership structure commonly employed by private equity funds that invest in distressed companies with pension liabilities.
New York Law Journal | Analysis
By Angela Turturro | December 18, 2019
In their Taxation column, Elliot Pisem and David E. Kahen discuss a recent Tax Court memorandum decision, in which a payment in the nature of a finder's fee was made by a target entity in an acquisition, in circumstances that suggested that the payor was designated with a view to achieving a favorable tax result. The desired deduction was disallowed, and an accuracy-related penalty was sustained.
New York Law Journal | Analysis
By Carlos J. Cuevas | December 4, 2019
An egregious willful violation of the automatic stay can be traumatic. Courts should award emotional distress damages when a debtor has been traumatized by an egregious willful violation of the automatic stay.
New York Law Journal | Analysis
By John C. Coffee Jr. | November 20, 2019
Mutual funds have become significant investors in IPO financings, typically seeking two types of provisions: (1) redemption rights that allow them to escape (possibly if the IPO is delayed), and (2) a pricing "ratchet" that entitles them to additional shares in the event that the IPO prices below the valuation reflected in the final private-equity round. With WeWork's recent spectacularly failed IPO as an example, John C. Coffee Jr. discusses ratchet provisions in this month's edition of his Corporate Securities column.
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