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Archive by tag: LLPReturn

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created “Shareholder Representative”

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise from such post-merger...By: Sheppard Mullin Richter & Hampton LLP
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Joint Check Agreement Causes Big Trouble in Virginia

Many general contractors manage the risk of a subcontractor’s financial instability by issuing joint checks to the subcontractor and its suppliers on a project. These arrangements are usually governed by a separate agreement that sets forth the roles...By: Vandeventer Black LLP
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Vandeventer Black LLP | Jun 03,2020 |

Regulation Round Up - May 2020

27 May - The Financial Conduct Authority (“FCA”) published a new webpage that explains that it is allowing firms to defer individuals' uncompleted continuing professional development (“CPD”) hours to the next CPD year in the light of the COVID-19...By: Proskauer Rose LLP
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Proskauer Rose LLP | Jun 03,2020 |

Is a Purchase in Bankruptcy Really Free and Clear of Liability During COVID-19?

Seyfarth Synopsis: In acquiring a company in bankruptcy, there is often a tendency to think this guarantees the purchaser will be “free and clear” of any liability (including so-called “successor liability”). This is not necessarily so with wage and...By: Seyfarth Shaw LLP
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Seyfarth Shaw LLP | Jun 02,2020 |

IRS Extends Continuity Safe Harbor for Beginning Construction

On Wednesday, May 27, 2020, the Internal Revenue Service (“IRS”) issued a notice to extend the continuity safe harbor for renewable energy production tax credit (“PTC”) and investment tax credit (“ITC”) projects that began construction in 2016 and...By: Nelson Mullins Riley & Scarborough LLP
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Ninth Circuit Orders Enjoinment of Oil and Gas Line Construction Proceeding Under Nationwide Water Permit 12

N. Plains Res. Council v. United States Army Corps of Eng’rs, No. 4:19-cv-00044-BMM, 2020 BL 35412 (9th Cir. May 14, 2020) - Oil and gas pipeline construction may no longer proceed under Nationwide Water Permit 12 (“NWP 12”). The Ninth Circuit, by...By: Pepper Hamilton LLP
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Pepper Hamilton LLP | Jun 02,2020 |

Immigration Stability Amidst Corporate Restructuring: U.S. Immigration Service Announces Clarifications for Multinational Managers and Executives

The U.S. Citizenship and Immigration Service (“USCIS”) recently announced it has adopted an administrative law decision that clarifies issues relating to the transfer of multinational executives and managers from foreign offices to the United...By: Dorsey & Whitney LLP
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Dorsey & Whitney LLP | Jun 02,2020 |

SEC Streamlines Financial Disclosure Requirements Applicable to Business Acquisition and Disposition Transactions

On May 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced adoption of updates to the financial disclosure requirements of Regulation S-X and related rules applicable to the acquisition and disposition of businesses, including...By: Dechert LLP
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Dechert LLP | Jun 02,2020 |

New Research: Do Managers of a Target Corporation Withhold Good News?

Does increased appraisal risk have an effect on manager behavior?  Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the significant Transkaryotic...By: Lowenstein Sandler LLP
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Lowenstein Sandler LLP | Jun 02,2020 |

No Mechanic’s Lien Rights for Providers of Geotechnical and Construction Observation Services in Delaware

On May 15, 2020, in Geo-technology Associates Inc. v. Capital Station Dover, LLC, the Delaware Supreme Court dismissed an action to enforce a mechanic’s lien because the geotechnical and construction observation services provided by the plaintiff...By: Bradley Arant Boult Cummings LLP
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