Searching Content indexed under Corporate and Company Law by Proskauer Rose LLP ordered by Published Date Descending.
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Veil-Piercing Risks For Private Equity Managers Highlighted In Recent Court Decision
This is particularly true if the first entity is undercapitalized.
United States
23 Sep 2019
SEC's Division Of Corporation Finance Revamps Administration Of No-Action Requests Under Rule 14a-8 Regarding Shareholder Proposals
Changes May Create New Challenges for Public Companies, and Signal a Reduction of the SEC Staff's Traditional Role As Arbiter Between Companies and Shareholders
United States
20 Sep 2019
SEC Identifies Policies, Procedures And Disclosures Related To Registered Investment Advisers' Proxy Voting Responsibilities And Proxy Voting Advice
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice.
United States
16 Sep 2019
The Best Time To Start Doing Pro Bono Work? Your First Day.
Every year around this time, my colleague Erin Meyer and I can be found going through and carefully selecting pro bono opportunities for Proskauer's incoming first-year associates.
United States
9 Sep 2019
Proposed Senate Bill Would Significantly Impact Certain Private Funds And Their Affiliates
Recently, a group of Congress members introduced into Congress Senate Bill 2155 named the Stop Wall Street Looting Act of 2019. Although unlikely to be enacted into law as drafted
United States
6 Sep 2019
Growth in Third Party Preferred Equity Financing — Flexibility Leads The Way
The trend of direct lenders providing preferred equity financing to support sponsors and operating companies has only accelerated in the two years since we first wrote on the topic (available here).
United States
5 Sep 2019
Third Circuit Discusses Important Differences Between Board Observers And Directors
The Third Circuit recently issued an important decision for private fund advisors who serve on corporate boards.
United States
23 Aug 2019
Eastern District of Pennsylvania Grants Summary Judgment On SOX Claim
On July 18, 2019, the U.S. District Court for the Eastern District of Pennsylvania granted a defendant-employer's motion for summary judgment on a SOX whistleblower retaliation claim
United States
9 Aug 2019
New Guidance On EEO-1 Component 2 Data Submissions For Companies Involved In Corporate Transactions
The Equal Employment Opportunity Commission (EEOC) has released additional guidance regarding the new EEO-1 Component 2 data reporting requirements for employers who were involved in mergers, acquisitions and spinoffs...
United States
8 Aug 2019
Hypothetical Risk Factors Pose A Real Risk
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook")
United States
2 Aug 2019
UK Tax Round Up - June 2019
In Development Securities plc and others v HMRC, the Upper Tribunal (UT) has overturned the prior discussion of the First-tier Tribunal (FTT) in favour of the taxpayer.
10 Jul 2019
SEC Proposes Rule Changes With Potential Benefits For Reits, Funds, And Business Development Companies
The Securities and Exchange Commission ("SEC" or "Commission") recently proposed a number of changes to Regulation S-X
United States
4 Jul 2019
Upper Tribunal Rules In Favour Of Taxpayer In Tax Residence Case
As we reported in our August 2017 UK Tax Round-Up [], the UK's First Tier Tribunal
United States
2 Jul 2019
Final IRS Regulations Sync Section 956 With TCJA Participation Exemption – Limits "Deemed Dividends" For U.S. Corporate Shareholders Of CFCs
Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders.
United States
14 Jun 2019
UK Tax Round Up - April 2019
In Oversea Chinese Banking Corporation Ltd v ING Bank NV, the Commercial Court has held that the measure of damages for breach of warranty in a share sale is simply the difference between the amount paid...
10 May 2019
Rent The Runway Walks Into The Litigation Spotlight
There's a new unicorn in town, and this time, it isn't just another tech company. Rent the Runway, also known as RTR, is now officially valued at over $1 billion after its most recent funding round
United States
7 May 2019
When Gym Gossip Can Change Your Lifetime
As one of the more closely watched insider trading prosecutions of the past few years heads towards trial, observers can look to the investigation surrounding the 2015 acquisition
United States
1 May 2019
Fraud Claims Against Startup Founder Involving Secondary Market Sales Demonstrate SEC Focus On Privately-Held Companies
Last week the SEC announced a settlement of fraud claims against the founder of Jumio, Inc, a private mobile payments company, for misstating the company's financial results
United States
30 Apr 2019
Delaware Chancery Declines Post-Filing Use Of Section 220 Books And Records Inspection Request
A recent decision by the Delaware Chancery Court suggests that a litigant might forego the ability to file a books and records request if it waits to do so until after the lawsuit is filed.
United States
6 Mar 2019
FTC Announces 2019 Thresholds Under HSR Act And Clayton Act
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation
United States
28 Feb 2019
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