Corporate Update

  • New York Law Journal | Analysis

    Transaction 'Integration': 'GSS Holdings (Liberty) v. United States'

    By Elliot Pisem and David E. Kahen | August 18, 2021

    In this edition of their Taxation column, Elliot Pisem and David E. Kahen discuss 'GSS Holdings (Liberty) v. United States', a recent decision of the Court of Federal Claims that discusses (1) the scope of what is sometimes referred to as the 'Danielson' rule, and (2) substance over form and transaction integration principles in the context of multiple payments that were ultimately integrated for tax purposes by the court into a single transaction.

  • New York Law Journal | Analysis

    Issues for New York Employers With Remote Workers Outside the State

    By Frances Kulka Browne and Alanna G. Morgan | August 11, 2021

    In assessing the feasibility of permitting employees to work from out-of-state locations, employers customarily assess business and tax issues. However, they should also consider terms and conditions of employment, anti-discrimination and leave laws, and employee separations.

  • New York Law Journal

    Virtual Currencies (and Other Digital Assets) Under the UCC

    By Barbara M. Goodstein | August 4, 2021

    In this edition of her Secured Transactions column, Barbara M. Goodstein examines the scope of UCC Article 9 with a focus on virtual currencies, taking into consideration issues of classification and perfection, but also how the Uniform Commercial Code and Emerging Technologies Committee is attempting to tackle these unsettled issues by modifying existing provisions and, in some cases, adding new ones.

  • New York Law Journal | Analysis

    EESG Activism After ExxonMobil

    By David A. Katz and Laura A. McIntosh | July 21, 2021

    In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss the high-profile ExxonMobil shareholder vote in May that sent shock waves through many of corporate America's boardrooms. The ExxonMobil example reflects the recent increase in shareholder support for EESG-related proposals, and it demonstrates the risks and dynamics at play in the current environment.

  • New York Law Journal | Analysis

    De-Stabilizing IPOs: Didi and Robinhood

    By John C. Coffee Jr. | July 14, 2021

    IPOs can be successful (often) or unsuccessful (less common). But rarely can they destabilize an industry or imperil a fast-growing sector of the economy. Yet, that may have just happened, or be about to happen, in two long-anticipated IPOs: Didi Global and Robinhood Financial. In this edition of his Corporate Securities column, John C. Coffee Jr. explores recent developments and writes that both IPOs underline the critical nature of the disclosure decisions made by securities lawyers.

  • New York Law Journal | Analysis

    Risks in Internal Audits of Compliance Policies

    By Philip Berkowitz | July 7, 2021

    In this edition of his Employment Issues column, Philip Berkowitz writes that if you are internal counsel or a human resources executive, your compliance department may want to review not only policies, but also backup data.

  • New York Law Journal | Analysis

    Collateral Consequences of No-Admit-No-Deny SEC Settlements

    By William F. Johnson | June 30, 2021

    Some courts have expressed skepticism about the wholesale use of unadjudicated administrative allegations in securities complaints. However, others—including a recent decision in the District of Maryland in the 'Under Armour' case—have given weight to the SEC's allegations when denying motions to dismiss. In this edition of his Corporate Crime column, William F. Johnson offers several practical suggestions to minimize the collateral effects of entering into an administrative settlement with the SEC or a similar agency.

  • New York Law Journal | Analysis

    Bankruptcy Court May Be Effective Forum To Address Aggressive Action by State or State Agencies Given Recent Ruling on Waiver of Sovereign Immunity

    By Corinne Ball | June 23, 2021

    In her Distress Mergers and Acquisitions column, Corinne Ball discusses the recent decision in 'Davis v. State of California (In re Venoco)', which is an important development for assessing the extent to which a distressed business can address action by a governmental unit through a bankruptcy case.

  • New York Law Journal | Analysis

    Equitable Estoppel Blocks Taxpayer: 'New Capital Fire v. Commissioner'

    By David E. Kahen and Elliot Pisem | June 16, 2021

    In this edition of their Taxation column, David E. Kahen and Elliot Pisem explore a case in which a taxpayer's current position was preluded on the ground of equitable estoppel, as it was inconsistent with the taxpayer's prior position.

  • New York Law Journal | Analysis

    Post-'Cyan' Developments in the First Department

    By Alfred L. Fatale III, Lisa Strejlau and Marco A. Dueñas | June 9, 2021

    Recently, several motion to dismiss decisions have been appealed to the New York Appellate Division, First Department. As the First Department navigates Securities Act cases in New York, these decisions provide important guidance for plaintiffs and defendants alike on pivotal questions of first impression covering applicable pleading standards, damages, standing and the applicability of the PSLRA.

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