Corporate Update

  • New York Law Journal | Analysis

    Recent Developments Regarding Contributions to Capital

    By Elliot Pisem and David E. Kahen | April 18, 2018

    In their Taxation column, Elliot Pisem and David E. Kahen: The change made by the TCJA to §118 has obviously narrowed the scope of the exclusion from income for non-shareholder capital contributions to corporations. Uniquest, and the statement in the TCJA Conference Report underscoring that §118 is applicable solely to corporations, may cause the courts to be even more reluctant to seriously consider any argument for an exclusion from income of non-partner contributions to partnerships.

  • New York Law Journal | Analysis

    Stockholder Challenges to Executive Compensation

    By Joseph M. McLaughlin and Shannon K. McGovern | April 11, 2018

    Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern write: The Delaware Supreme Court recently clarified the limits of the stockholder ratification defense in litigation challenging director compensation awarded under the parameters of a stockholder-approved compensation plan.

  • New York Law Journal | Analysis

    Limiting Liability of Lenders: The Lyondell Case

    By Barbara M. Goodstein | April 4, 2018

    In her Secured Transactions column, Barbara M. Goodstein writes: The changes in law arising from the Great Recession were certainly considerable. But it may come as a surprise to many that as much as 10 years later court decisions continue to emerge from those turbulent times.

  • New York Law Journal | Analysis

    Corporations and the Culture Wars

    By David A. Katz and Laura A. McIntosh | March 21, 2018

    In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: While corporate policymaking and public statements on social and political issues are essentially management decisions, the board should be kept informed and has the right to weigh in, if it so chooses.

  • New York Law Journal | Analysis

    What's Really Happening in Securities Litigation? A Tale of Two Bars

    By John C. Coffee Jr. | March 14, 2018

    Corporate Securities columnist John C. Coffee Jr. writes: Once upon a time, courts might wink and nod at “merger objection” cases and cooperate in their settlement. But with these cases now approaching 50 percent of all securities class actions, this “business-as-usual” approach cannot (and should not) continue. As a result, this may be the best of times for the established plaintiff's bar in securities class actions and the worst of times for the others.

  • New York Law Journal | Analysis

    Gatekeepers Beware: SEC Escalates Danger for ICO Counsel

    By William F. Johnson | February 28, 2018

    In his Corporate Crime column, William F. Johnson writes: The SEC has left no doubt that it is focused on ICOs used to raise capital, and particularly on the lawyers who provide advice on securities law issues attendant to these offerings.

  • New York Law Journal | Analysis

    A Case to Watch: The Fifth Circuit Accepts Direct Appeal Respecting Enforcement of Corporate Restraints Preventing Bankruptcy

    By Corinne Ball | February 21, 2018

    In her Distress Mergers and Acquisitions column, Corinne Ball discusses a case in which the outcome of the controversy may significantly impact many future transactions, especially in private company settings.

  • New York Law Journal | Analysis

    Corporate Tax Changes in New Tax Law

    By David E. Kahen and Elliot Pisem | February 14, 2018

    Taxation columnists David E. Kahen and Elliot Pisem write: Public Law 115-97, the “tax reform” legislation enacted last December, effected major changes to federal income tax law. While many of the changes are of relevance specifically to individuals, others affect all businesses, regardless of their form of organization, and some are particularly relevant to corporate taxpayers. David E. Kahen and Elliot Pisem are members of the law firm of Roberts & Holland.

  • 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.

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