Insights

A recent decision of the United States District Court for the Southern District of New York has held that Section 10(b) of the Securities Exchange Act of 1934 does not require companies to disclose their receipt of a Wells Notice. The SEC provides the target of an investigation with a Wells Notice whenever the Enforcement…

Client Alerts | August 31, 2012 | Hedge Funds

Indemnification provisions are everywhere. From the most complex acquisition agreement to the simplest confidentiality contract, indemnities are included in a dizzying array of legal agreements. Real dollars are involved, and the consequences of a mistake can be profound. Yet the recently announced decision in 546-552 West 146th Street LLC v. Arfa, No. 603041-06, 2012 NY…

Client Alerts | July 31, 2012 | Mergers & Acquisitions

There may be only six months left before the lifetime gift tax exemption reverts from its present $5.12 million to $1 million and the gift, estate and generation-skipping transfer (“GST”) tax rates jump to 55%. Unless Congress enacts legislation providing otherwise, these changes will occur on January 1, 2013. Many clients have taken advantage of…

Client Alerts | June 19, 2012 | Estate Planning and Administration

Puerto Rico recently enacted tax legislation which may offer extensive benefits to hedge fund managers and other U.S. persons. Based on conversations with the Puerto Rican Government, Puerto Rico is very supportive of the use of this new legislation as a way to attract financial services business. The legislation has generally eliminated the taxation of…

Client Alerts | June 17, 2012 | Hedge Funds

This Hedge Fund Tax Alert serves as a reminder for filing of Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. For the calendar year 2011, this should be received (not merely mailed) by June 30, 2012. By June 30th of each succeeding calendar year, U.S. persons (1) with foreign accounts that in…

Client Alerts | June 17, 2012 | Hedge Funds

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”) which amends certain provisions of the federal securities laws. Of particular significance to hedge funds and private equity funds are: the elimination of the ban on general solicitation and general advertising under Regulation D of the Securities…

Client Alerts | May 1, 2012 | Hedge Funds

In a controversial but important decision, the highest state court in New York has held that an employer can terminate the employment of its chief compliance officer for voicing objections to allegedly improper trading practices. Issued last week, the decision of the New York State Court of Appeals in Sullivan v. Harnisch, 2012 N.Y. Lexis…

Client Alerts | April 30, 2012

On January 9, 2012, the IRS reopened its Offshore Voluntary Disclosure Program (“OVDP”), a limited federal income tax amnesty for unreported foreign assets and income. This newsletter identifies key features of the OVDP for U.S. taxpayers and highlights the risks and issues that all taxpayers should consider in evaluating the OVDP. If you have unreported…

Client Alerts | March 21, 2012 | Hedge Funds

The Congressional Joint Select Committee on Deficit Reduction (the “Committee”) is currently scheduled to announce its proposals on November 23, 2011. Rumor has it that among the proposals presently being discussed are changes to the current gift, estate and generation-skipping transfer tax laws. We believe two of these proposals merit your attention and possible prompt…

Client Alerts | November 8, 2011 | Estate Planning and Administration

Planning for the future, yours and other’s, is very important in today’s environment. There are some current estate planning opportunities that may not be available in the future. TUESDAY APRIL 17th IS TAX DAY 2012 Did you take any actions in 2011 that could trigger the requirement to file a gift tax return? Examples of…

Client Alerts | November 8, 2011 | Estate Planning and Administration