Corporate Update

  • New York Law Journal | Analysis

    Preclusion in Derivative Litigation

    By Joseph M. McLaughlin and Shannon K. McGovern | February 7, 2018

    Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: A recent Delaware Supreme Court en banc decision has ended uncertainty in Delaware and potentially elsewhere introduced when two Court of Chancery decisions urged that a longstanding derivative preclusion rule violates due process.

  • New York Law Journal | Analysis

    Credit Agreements, the New Tax Act and the Deemed Dividend

    By Barbara M. Goodstein | January 31, 2018

    Secured Transactions columnist Barbara M. Goodstein writes: I'm happy that tax issues usually don't play a major role in most plain vanilla syndicated secured lending facilities. One area, however, that we finance lawyers have had to contend with, even in plain vanilla syndicated loan facilities, is §956 of the Internal Revenue Code.

  • New York Law Journal | Analysis

    Boards, Sexual Harassment, and Gender Diversity

    By David A. Katz and Laura A. McIntosh | January 24, 2018

    Corporate Governance columnists David A. Katz and Laura A. McIntosh write: In light of recent events, corporate directors may consider adding an item to the agenda for their next board meeting: the issue of potential sexual misconduct at the company.

  • New York Law Journal | Analysis

    Direct Listings: Will the Spotify Listing Prove a Game Changer?

    By John C. Coffee Jr. | January 17, 2018

    Corporate Securities columnist John C. Coffee Jr. writes: Spotify is proceeding with the first “Underwriter-less” IPO that the New York Stock Exchange has seen in modern times. Will it attract other “unicorns”?

  • New York Law Journal | Analysis

    Hiring Practices and the FCPA

    By Philip M. Berkowitz | January 10, 2018

    In his Employment Issues column, Philip M. Berkowitz writes: Ban-the-box laws did not make the decision whether to carry out background checks any easier for publicly traded companies and financial institutions. These companies must be familiar with the requirements of these various laws. Failing to get this right can have dire consequences.

  • New York Law Journal | Analysis

    'In re Ciarcia' and the Abuse of the Bankruptcy System

    By Carlos J. Cuevas | January 3, 2018

    Carlos J. Cuevas discusses 'In re Ciarcia', in which Bankruptcy Judge James Tancredi employed Bankruptcy Code §1307(c) to dismiss a Chapter 13 case because of the lack of good faith.

  • New York Law Journal | Analysis

    Tax Cuts and Jobs Act of 2017: Impact on Businesses

    By Sidney Kess | December 27, 2017

    Tax Tips columnist Sidney Kess writes: On Dec. 20, 2017, Congress passed a major tax package (H.R. 1) designed to cut taxes on businesses as well as individuals, and to stimulate the economy and create jobs. Review his roundup of the key provisions impacting businesses.

  • New York Law Journal | Analysis

    Stock Option Exercise Leading to Capital Loss: 'Hann v. United States'

    By David E. Kahen | December 20, 2017

    In this Taxation column, David E. Kahen writes: A common example of a mismatch of character of income and loss involves the exercise of compensatory stock options and immediate sale of the stock so acquired. The potential for both ordinary income and capital loss in such situations is illustrated by the recent Court of Federal Claims decision in 'Hann v. United States'.

  • New York Law Journal | Analysis

    Rebuttal of the Fraud on the Market Presumption of Reliance

    By Joseph M. McLaughlin and Shannon K. McGovern | December 13, 2017

    Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: Last month, the U.S. Court of Appeals for the Second Circuit held as a matter of first impression in this circuit that direct evidence of price impact is not always necessary to demonstrate market efficiency (as required to invoke the 'Basic' presumption), and a defendant's rebuttal burden is one of persuasion (not production), and defendant must show the absence of price impact by a preponderance of the evidence.

  • New York Law Journal | Analysis

    Private School Tuition Payments and Constructive Fraudulent Conveyance Law

    By Carlos J. Cuevas | December 6, 2017

    Carlos J. Cuevas explores the use of the federal and state constructive fraudulent conveyance laws to avoid a pre-petition private school tuition payment by a Chapter 7 debtor for a dependent child.

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