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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
On August 19, the IRS released Notice 2025-45 (the “Notice”), announcing its plan to reduce barriers to certain redomiciliations. In particular, the IRS reduced barriers to redomiciliations by foreign publicly traded...more
Taxpayers invest to make money and hope to earn a decent return on their investments. Tax-loss harvesting can be used as part of a taxpayer’s overall investment strategy without affecting investment returns, while offsetting...more
Stock Market Commentary - U.S. stocks rallied during the second quarter, with the S&P 500 finishing up 10.9% reaching new all-time highs. The beginning of the quarter, however, was marred by a precipitous drop following...more
On June 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents the...more
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
Employee stock ownership plans (ESOPs) have been used as a business succession strategy by employers across many industries. In the cannabis industry, ESOPs have come and gone and come again as a trendy topic promising to fix...more
Since 2018, estate planning legislation in Washington has remained stagnant. Increases in our legislated estate tax exemption rate had been tied to a Consumer Price Index that no longer existed, and the legislature largely...more
Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It...more
Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more
What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more
This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more
In 2019, LGH Investments, LLC loaned $100,000 to Social Life Network, Inc., a software licensing company, in exchange for a convertible note, common stock, and stock warrant for 412,500 shares at a strike price of $0.20. The...more
In the complex world of “cap and trade” emissions regimes, acquiring credits to offset a company’s pollution portfolio requires decision makers to see the forest for the trees. And sometimes to buy the forest....more
Enhancing market efficiency, transparency, and investor protection - The US Securities and Exchange Commission (SEC) adopted amendments to Regulation National Market System (Regulation NMS or Reg NMS). Regulation NMS was...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
If you own a small business, you may qualify for significant tax savings under section 1202 of the Internal Revenue Code of 1986, as amended (Section 1202). Owners or investors of certain C corporations (C corps) may be...more
Following its previously announced enforcement sweep in September 2023, the Securities and Exchange Commission (SEC) announced on September 25, 2024, that it had settled charges against 23 entities and individuals for failing...more
On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly...more
In our previous article, we described the due diligence process, including what a buyer would look for in your practice. Once due diligence is under way, the next step is the purchase agreement, which is usually prepared by...more
On September 13, 2024, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a complaint alleging that an equity fund (the “Company”), its affiliate companies, and several...more
We encounter many founders who have based their enterprises in the U.S., but who are not U.S. citizens or permanent residents, or who may have other significant cross-border ties such as close family living outside the U.S....more
Private company clients frequently ask us about granting compensatory stock options to their founders, employees and other service providers, including board members, consultants and advisors. Options and other equity awards...more
For most business owners, their business is their baby. They have invested their time, money, and efforts into building something tangible they can be proud of. They know their business inside out and can count on a steady...more
Forming a partnership1 without triggering income appears straightforward and simple. In many cases, it is. In other cases, though, forming a partnership can cause one or more partners to unintentionally recognize income. This...more