What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Avoiding a Bored Board
Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more
On 23 January 2025, the Luxembourg Parliament adopted in its first constitutional vote the law bill no. 8053 implementing the Directive (EU) 2019/2121 of the European Parliament and of the Council as regards cross-border...more
On this episode of The Inside Basis, host Randy Clark discusses some common issues in F-reorganizations involving S-corporations, a popular structural approach used in private equity transactions....more
Market - overview Whilst Europe did not witness the flood of restructuring and insolvencies some had predicted at the start of the year, 2024 was a significant year nonetheless. Many commentators now predict an extended...more
In 2024 we have seen a significant increase in listed corporate bidders offering their equity to target company shareholders in UK public M&A deals, including on offers made by non-UK listed companies. In the year to date,...more
Four UK companies within the Cineworld Group ("Cineworld") have obtained court sanction to an English-law Part 26A restructuring plan ("RP"). Cineworld became financially distressed following a prolonged period of poor...more
Disagreements happen. In the corporate context, one or more shareholders may share a different vision for the company than the other shareholders. Or, there may be acrimony amongst the shareholders for other reasons, as can...more
Headlines - - Tax Issues for F Reorganizations in M&A Transactions - Presidential Executive Order Places Heightened Importance on National Security Risks and Committee on Foreign Investments in the United States...more
The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate,...more
This article analyzes PWM Property Management LLC's bankruptcy filing in the U.S. Bankruptcy Court for the District of Delaware to explain the impact of the use of corporate governance blocking provisions. The filing also...more
The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181). In general, the GCL requires that the principal terms of a...more
Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of...more
The European Securities and Markets Authority has published a consultation paper on proposed guidelines on the compliance function requirements that are set out in the revised Markets in Financial Instruments package. The...more
The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law. Below is a chart that summarizes...more
A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more
Pennsylvania’s new Entity Transactions Law is expected to streamline the process of effecting certain fundamental changes or change of control transactions. Effective July 1, 2015, companies doing, or wishing to conduct,...more
As corporate counsel, you are well aware that the practice of creating, expanding, or reorganizing corporate entities and their subsidiaries is fraught with legal peril, both for your client and its officers and directors....more