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Take charge of compliance: Ensure your business meets Federal Corporate Transparency Act reporting requirements

By Porter Wright on
The United States Capitol stands against a sunset.In 2021, Congress passed the Corporate Transparency Act (CTA) which will require many companies to report information about the company and its beneficial owner(s) to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). Regulations implementing the CTA became effective Jan. 1, 2024. Attorney Jack Beeler explains the new regulations and what businesses need … Continue Reading

Recent IRS guidance affects corporate tax deductibility of public company executive compensation arrangements and related proxy statement disclosures

By Greg Daugherty and Dave Tumen on
Publicly traded companies have long been concerned with Internal Revenue Code Section 162(m) in order to maximize the deductibility of compensation paid to certain covered officers. Last year’s tax reform act made significant changes to Code Section 162(m). The IRS also recently published a Notice that explained some of these changes in more detail. To … Continue Reading

Virtual shareholder meetings: advantages, disadvantages and practical considerations

By Porter Wright on
As spring approaches, so do annual shareholder meetings for many public companies. Traditionally, these meetings were held in-person. However, due to fairly recent advances in technology, companies now have the option to hold these meetings exclusively online or by providing for online participation, which both offer advantages and disadvantages to shareholders and company leaders. Furthermore, … Continue Reading

How to structure a joint venture

By Porter Wright on
Joint ventures should be considered as an alternative to an acquisition if the acquiring party feels it does not have the experience or the business risk appetite to do it individually. They have the benefit of allowing parties to have greater success working together on a specific project than if they did it themselves. Benefits … Continue Reading

Boilerplate provisions in a contract

By Porter Wright on
The term “boilerplate” refers to standardized language in a contract that usually appears at the end of the agreement (often in a section titled “miscellaneous” or “general terms”). While boilerplate provisions are common clauses in a contract, they should always be checked carefully and tailored to the particulars of the situation as they will address … Continue Reading

Methods to minimize indemnification obligations

By Porter Wright on
Because most indemnification claims are made by a buyer, the seller seeks to limit its indemnification obligations. Some ways in which the indemnification obligations can be limited include: Materiality of breach or claim amount Caps on indemnification Baskets Payment adjustments for insurance proceeds or tax benefits Sellers often like to include materiality qualifiers in the … Continue Reading

Reminder: SEC exhibit hyperlink and format rules become effective Sept. 1, 2017

By Porter Wright on
Effective for filings on and after Sept. 1, 2017, registrants will be required to include a hyperlink to each exhibit identified in the exhibit index of periodic reports, current reports and registration statements. For registration statements, the rule applies to the initial registration statement, and to each subsequent pre-effective amendment. The SEC adopted the final … Continue Reading

Retaining key employees in an acquisition

By Porter Wright on
Imagine identifying an acquisition target that looks great on paper: strong earnings, efficient operations and good workplace environment. But after acquiring the target, a key employee leaves, taking with him or her key customers and suppliers. From day one, the newly acquired business is treading water due to the lack of business continuity after the … Continue Reading

Non-competition agreements: Ensuring enforceability

By Porter Wright on
A non-competition agreement raises state-law public policy concerns. As a result, states often restrict the scope of non-competition agreements before they will enforce them. The protectable interests that states will recognize, the rules of construction that states will apply and the required elements of a non-competition agreement will vary from state to state. You may … Continue Reading

The importance of reading the documents

By Porter Wright on
One of the most important things lawyers and clients should do in every merger & acquisition transaction is to read the documents, and be clear on the central facts of their transaction. This seems so profoundly simple and obvious that it seems that it would not need to be repeated. But a recent U.S. Tax … Continue Reading

Why indemnification clauses need to be scrutinized in purchase and sale agreements

By Porter Wright on
Indemnification clauses in purchase and sale agreements are intended to address the obligation of one party to indemnify and hold the other party harmless from direct and third party claims. However, indemnification clauses also allocate the risk of losses between the parties. An indemnification clause should specify the rights of the parties following a breach … Continue Reading

Will the DOL continue to make ESOPs a compliance priority?

By Bob Tannous on
Greg Daugherty, our colleague at Employee Benefits Law Report shared a post exploring whether or not the Department of Labor (DOL) under President Trump will continue to make employee stock ownership plans (ESOPs) a compliance priority. A recently filed case suggests that the DOL may continue to make a priority out of investigating potential abuses in ESOP transactions. … Continue Reading

FTC revises HSR and interlocking directorate thresholds

By Bob Tannous on
The Federal Trade Commission has announced annual filing threshold revisions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act that set new antitrust reporting standards. Jay Levine, our colleague at Antitrust Law Source, provides perspective about the updated HSR requirements in his recent blog post. Read the full article here: “FTC revises HSR and interlocking directorate thresholds.”… Continue Reading

Corruption and conspiracy charges hit sports world: DOJ indicts additional FIFA officials in corruption conspiracy

By Porter Wright on
While the latest happenings in the governing world of soccer are not a typical blog topic for us, the legal issues and impacts are worth considering in a broader context. Soccer fan or not, certainly interesting times. Late Thursday Attorney General Loretta Lynch announced that 16 additional defendants have been indicted in the on-going probe … Continue Reading

Real estate developers use Regulation A+ to raise capital

By Porter Wright on
Regulation A+ is a potentially attractive way for real estate developers to raise up to $50 million for specific projects by selling debt or equity to the public without having to meet all of the requirements of a traditional initial public offering. Several investment platforms for real estate development allow developers to market investment offerings … Continue Reading

New DOJ policies target corporate executives over companies

By Porter Wright on
The U.S. Department of Justice (DOJ) issued new policies Sept. 9. One requires that companies disclose all facts relating to individual misconduct discovered during internal investigations or be considered uncooperative. This places pressure on corporations to turn over evidence against their own executives. The policy comes after ongoing criticism of the DOJ’s failure to prosecute … Continue Reading

Bill governing M&A brokers should resurface in 2015

By Porter Wright on
During 2014, Congress has gained momentum toward creating an exemption from federal broker-dealer registration for “M&A brokers” who facilitate mergers, acquisitions, sales and similar transactions involving privately held companies. H.R. 2274 unanimously passed the U.S. House of Representatives, but the U.S. Senate did act on the bill. If passed, the measure would have permitted M&A brokers to … Continue Reading

A compliance problem truly “Made in the USA”

By Jared Klaus and Jay L. Levine on
Following the expiration of a public comment period last week, the ink is now dry on the Federal Trade Commission’s consent decree against Made in USA Brand, LLC, settling charges that the Columbus, Ohio-based company sold its “Made in USA” certification label to product-sellers without making any attempt to verify whether the companies’ products were … Continue Reading

Sixth Circuit case specifies additional language required in indemnification survival clauses in M&A agreements

By Porter Wright on
A recent Sixth Circuit case, interpreting Ohio law, found that a merger agreement stating that the representations and warranties “shall survive…the Closing until… the second anniversary date of the Closing…,” without more, was not sufficient to modify the statute of limitations for breach of contract claims related to the merger agreement. Fortunately, this issue can … Continue Reading

Citigroup’s $7 billion settlement allows them to “focus on the future”

By Porter Wright on
U.S. Attorney General Eric Holder and Citigroup announced today that Citigroup will pay $7 billion to settle a U.S. Department of Justice (DOJ) investigation into allegations that it defrauded investors by selling shoddy mortgages ahead of the financial crisis. The civil settlement does not rule out future criminal charges again Citigroup or individual employees. Citigroup … Continue Reading
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