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Dickinson Wright

Tax Planning Misstep? Ontario Court of Appeal Says No to Rectification

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A recent decision from the Ontario Court of Appeal is a good reminder that courts won’t bail you out just because a tax plan didn’t go as expected. In Pyxis Real Estate Equities Inc. v. Canada, 2025 ONCA 65, the Court made it...more

Patton Sullivan Brodehl LLP

Another LLC Attorney Disqualified Due to “Conflict of Authority”

A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible Idea. In the Jarvis case, the Court of Appeal affirmed the...more

Patton Sullivan Brodehl LLP

What if an LLC’s Books and Records Contain Trade Secrets?

One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books and records requests, see the prior LLC Jungle post: Why LLC Managers Should Take Member...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Mayer Brown

Déductibilité des honoraires entre sociétés liées et acte anormal de gestion

Mayer Brown on

La Cour administrative d’appel de Nancy se prononce sur la déductibilité de la rémunération de services versée à des sociétés liées (CAA Nancy, 15 mai 2025, n° 23NC00076)....more

Allen Matkins

Is An LLC's Membership List A Trade Secret?

Allen Matkins on

Yesterday's post considered one of several matters raised on appeal in Perry v. Stuart, 2025 WL 1501935.   The case involves a former member's demand for inspection of records of a California limited liability company. ...more

Latham & Watkins LLP

All’s Well That Ends Well for Keepwell Providers?

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No loss to issuers puts note trustees in the spotlight. The Hong Kong Court of Final Appeal (CFA) has overturned the Court of Appeal’s order that Peking University Founder Group Company Limited (PUFG), as the keepwell...more

Morris James LLP

Court of Chancery Holds Supermajority Vote Not Required for Nevada Reincorporation

Morris James LLP on

Gunderson v. The Trade Desk Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 6, 2024) - The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote...more

Conyers

Sunrise Radio Considered – Is a Debt-for-equity Swap Carried Out at an Undervalue Unfairly Prejudicial?

Conyers on

On 27 March 2025, the Eastern Caribbean Supreme Court, sitting in the Territory of the Virgin Islands, handed down its decision in BVIHCMAP2024/0002 Amstel Investment Holdings Limited and others v AMS Holdings Limited and...more

Morris James LLP

Delaware Supreme Court Affirms Chancery Decision in Section 225 Control Dispute

Morris James LLP on

Ravindran v. Glas Trust Co. LLC, No. 463, 2023 (Del. Sept. 23, 2024) - In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware...more

Conyers

Adapting the Machinery

Conyers on

The Case of Changyou.com Ltd v Fourworld Global Opportunities Fund Ltd and 7 others 2025 UKPC 12 - In a judgment handed down on 11 March 2025, the Privy Council has upheld the amendments made to sections 238(2)-(5) of the...more

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

Farrell Fritz, P.C. on

Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Cadwalader, Wickersham & Taft LLP

Determining Significant Influence

On 17 January 2025, the United Kingdom Court of Appeal in HMRC v BlueCrest Capital Management (UK) LLP [2025] EWCA Civ 23 (“BlueCrest”) held that the First-tier Tribunal (“FTT”) and the Upper Tribunal (“UT”) had made a...more

Rivkin Radler LLP

New York Sales Tax: When a Responsible Person Acts Irresponsibly

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Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more

Jones Day

Delaware Supreme Court Reverses Chancery Court and Applies Business Judgment Review to Reincorporation

Jones Day on

Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more

Mayer Brown

Taxe sur les salaires et sociétés « holding » mixtes : une délégation formelle prise par le président est insuffisante pour...

Mayer Brown on

La cour administrative d'appel de Lyon affirme que l'acte délibératif d’une société indiquant que son président n'exerce aucune fonction de gestion et de contrôle du secteur financier n'exclut pas qu'il exerce un pouvoir de...more

Allen Matkins

Personal Jurisdiction Matters

Allen Matkins on

I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders.  I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and...more

Williams Mullen

5th Circuit Reinstates the Corporate Transparency Act

Williams Mullen on

The Corporate Transparency Act (CTA) has been reinstated by the United States Court of Appeals for the Fifth Circuit, lifting the preliminary injunction in the Texas Top Cop Shop case....more

BCLP

Reporting Companies May Face a Last-minute Scramble to Comply With the Corporate Transparency Act Due to Accelerated Appellate...

BCLP on

As the government and interested parties continue to fight over the enforcement of the Corporate Transparency Act’s reporting requirements, prudent businesses and reporting companies should be prepared to comply with all...more

BakerHostetler

FinCEN Seeks Immediate Stay of Nationwide CTA Injunction

BakerHostetler on

On Dec. 11, 2024, the U.S. government filed a motion requesting an immediate stay of the preliminary nationwide injunction issued last week by a federal district court in Texas that temporarily halted the implementation of...more

Parker Poe Adams & Bernstein LLP

Corporate Transparency Act: What the Nationwide Injunction and DOJ Appeal Means for Companies

On December 3, 2024, a Texas federal district court issued a preliminary injunction blocking enforcement of the Corporate Transparency Act (CTA). The Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) has...more

Holland & Knight LLP

Developments in the Texas Top Cop Shop Case Impact Corporate Transparency Act

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The U.S. District Court for the Eastern District of Texas on Dec. 3, 2024, issued a nationwide preliminary injunction suspending the government's enforcement of the Corporate Transparency Act (CTA) and its Implementing...more

WilmerHale

Corporate Transparency Act: FinCEN Provides Guidance in Response to Federal District Court Preliminarily Enjoining Enforcement of...

WilmerHale on

On December 6, 2024, the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury (“FinCEN”), posted a statement on its website affirming that entities qualifying as “reporting company” (defined...more

Venable LLP

Corporate Transparency Act: Nationwide Injunction Issued by Federal Court

Venable LLP on

On December 3, 2024, the federal district court in the Eastern District of Texas issued an order (Order) for a nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) in Texas Top Cop...more

Miller Canfield

Texas Federal District Court Enjoins Enforcement of Corporate Transparency Act and Implementing Reporting Rule Nationwide

Miller Canfield on

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily enjoining the Corporate Transparency Act (CTA), 31 U.S.C. §5336 and its implementing...more

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