I have feverishly been reporting about provisions of the One Big Beautiful Bill Act and have left my multi-part series on Subchapter S adrift at sea. Accordingly, I want to sneak in one more article in this Subchapter S...more
In a costly episode of Aaron Sorkin’s adage that “decisions are made by those who show up,” the majority shareholder in a pair of family-controlled oil and gas companies learned of about 850,000 reasons why attendance can be...more
For months, if not years, you received distribution checks from the business in which you own an interest. The funds came without question and like clockwork. You relied on them. Then suddenly, they stopped coming. Is this...more
The Israeli Companies Law provides for two tests a company’s board of directors must perform to approve a resolution to distribute dividends. The first test is the “profit test” and the second is the “solvency test.”...more
Chapter 5 of the California General Corporation law prohibits a distribution to shareholders unless certain conditions are met. In order to determine whether these conditions are met it is necessary to know when the...more
The private company marketplace has become increasingly attractive to investors as the number of opportunities for investment has vastly expanded. There are approximately 6 million companies in the US, but less than 1% are...more
Another record breaking year for shareholder proposals, including significant support for activists' and other dissident proposals - The number of shareholder proposals made by activist shareholders, votes against...more
The Institutional Limited Partners Association (ILPA) recently published the third edition of the ILPA Principles (Principles 3.0). ILPA originally published the principles in 2009 to encourage discussion between general...more
The third edition of the ILPA Principles was published in June 2019, replacing and updating the January 2011 second edition. Although the overall goal remains the same, one of improving the private equity industry for the...more
The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more
The majority owners of private Texas limited liability companies (LLC’s) enjoy a mixed blessing when they also manage their companies. Majority owners have the power to direct their private companies as they deem fit, but...more
Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more