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Corporate Counsel

Corporate Whistleblower Developments and Best Practices

The SEC continues to receive an increasing number of “tips” each year, and there have been particularly notable developments in the area of whistleblower law.
7 minute read

Delaware Business Court Insider

Chancery Provides Further Guidance on the Measurement of Synergies in Appraisal Actions

The Delaware Supreme Court's two recent decisions in Dell and DFC strongly endorsed the application of market efficiency principles in appraisal actions, and gave virtually controlling weight to the deal price as the “best evidence” of a company's fair value where a robust sales process was conducted against the backdrop of a well-functioning market for the target's stock.
6 minute read

Daily Business Review

Questions to Consider Before Entering Into Your Next Business Contract

It seems axiomatic that one must plan ahead when entering into a business contract, but too often contracting parties overlook the basics which could become the focus of a future contract dispute.
5 minute read

Corporate Counsel

After Years of a 'Wild Ride,' Teva CLO Makes Cuts for Sake of Stability

David Stark, executive vice president and chief legal officer of financially strapped Teva Pharmaceutical Industries, based in Teva's U.S. headquarters in Parsippany, New Jersey, had to cut his legal staff by 40 percent since 2017 as part of cost-cutting at the Israel-based company. "It was super difficult and hard on morale.” He also plans reductions in outside legal spending.
6 minute read

The Recorder

An Overview of California's New Law Mandating Women on Corporate Boards

Public companies having their principal place of business in California (as stated in the company's most recent Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), and which are listed on major U.S. stock exchanges), will soon be required to appoint women to their boards of directors.
8 minute read

Daily Business Review

Treasury and IRS Provide Clarity on Valuable Opportunity Zone Tax Incentive

As investors sell their real estate or other assets, they are searching for tax-efficient strategies to redeploy their capital. On Oct. 19, proposed regulations and other guidance were released concerning the tax incentive for investing in “Opportunity Zones,” which could be an advantageous approach for many taxpayers.
5 minute read

The Legal Intelligencer

New IRS Guidance to Tax Provision Means Big Breaks to Real Estate, Business Investors

The 2017 Tax Cuts and Jobs Act added a new tax provision to the Internal Revenue Code, Section 1400Z-2, which aims to provide big capital gains tax breaks to real estate and business investors who make investments in certain economically underdeveloped areas.
7 minute read

Corporate Counsel

MoneyGram Case Teaches Costly Lesson in Corporate Compliance (or Lack of It)

Dallas-based MoneyGram agreed Thursday to pay $125 million to settle allegations that the money transfer company failed to fulfill nearly all the compliance requirements of a 2009 order from the Federal Trade Commission. MoneyGram also violated the terms of its 2012 deferred prosecution agreement with the U.S. Department of Justice.
4 minute read

Delaware Business Court Insider

Adviser-Consultants Held Not 'Other Professionals' for Purposes of Section 327(a) of Bankruptcy Code

Two recent decisions by separate judges of the Delaware Bankruptcy Court have addressed the question of whether persons providing services to debtors relating to the disposition and monetization of inventory, real estate, intellectual property and other estate assets are “professionals” and must be retained under the strictures of Section 327(a) of the Bankruptcy Code.
7 minute read

New York Law Journal

Electrical Contractor's Ex-CEO Can't Disqualify Company's Lawyers in Arbitration, Appeals Court Rules

Gary Segal, facing an arbitration against him for more than $12 million, has failed to establish the elements necessary to disqualify two arbitration attorneys for the company, an Appellate Division, First Department, panel has ruled.
5 minute read

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