Firm News | November 1, 2021
Kleinberg Kaplan’s Activism Team helps growing activist Ides Capital Management, LP navigate an amicable proxy settlement with Boingo Wireless, Inc. Ides, one of the few activists that is majority owned by a woman, conducted a proxy campaign that led to announced governance improvements, newfound director diversity and independent voices on key Board committees. The settlement…
Firm News | June 2, 2016
OVERVIEW This newsletter serves as our annual reminder of the requirement to file Reports of Foreign Bank and Financial Accounts (“FBARs”) where applicable. For calendar year 2015, FBARs are required to be filed on or before June 30, 2016. The form (which was known as Form TD F 90-22.1 before 2015) is known as FinCEN…
Client Alerts | May 31, 2016 | Hedge Funds
Reuters reports that Kleinberg Kaplan client Mangrove Partners settled its proxy contest with RPX Corporation through an agreement that: immediately added Mangrove nominee Gilbert S. Palter to the RPX Board created an innovative mechanism for Mangrove and RPX to choose a mutually acceptable second nominee committed RPX to the repurchase of an additional $50 million…
Firm News | May 27, 2016
On May 5, in a case of first impression, the New York Court of Appeals in Matter of Kenneth Cole Productions Inc. Shareholder Litigation, 2016 N.Y. LEXIS 1059 (2016), relied upon the venerable “business judgment” rule in dismissing minority shareholders’ claims against a board of directors in connection with a going-private transaction. This decision represents…
Attorney Articles | May 25, 2016
Upcoming Deadlines for Cayman Islands Funds (Including Cayman Master Funds) June 10, 2016, Notification: (extended from April 30, 2016) U.S. FATCA and U.K. FATCA Cayman Notification A Cayman fund (including a Cayman master fund) is required to notify the Cayman Islands Tax Information Authority (“TIA”) (via the Cayman portal) that it is a reporting financial…
Client Alerts | May 10, 2016 | Hedge Funds
New York, NY – Christopher P. Davis, Chair of Kleinberg Kaplan’s Investor Activism Group, was a featured panelist at the recent 13D Monitor annual Active-Passive Investor Summit that took place on April 19, 2016 at The Plaza Hotel in New York City. The event brought together more than 350 activist investors, institutional investors, hedge funds,…
Firm News | April 20, 2016
On Monday, April 4, 2016 the U.S. Department of Justice (the “DOJ”) announced a civil antitrust lawsuit against certain ValueAct Capital (“ValueAct”) entities for allegedly violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The DOJ’s Antitrust Division’s lawsuit seeks civil penalties and an injunction against…
Client Alerts | April 5, 2016 | Mergers & Acquisitions | Investor Activism | Hedge Funds
A recent decision by the Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation, has emphatically rejected a controversial workaround strategy used by plaintiffs in several pending fraudulent conveyance cases brought against shareholders of public companies, providing clarity regarding the scope of the “Safe Harbor” defenses of Bankruptcy Code section…
Client Alerts | March 31, 2016
Self-employment tax is imposed on individuals’ trade or business income. Net investment income tax (“NIIT”) generally applies to high-income individuals’ investment income. Both taxes generally apply to income earned directly or through flow-through entities, and for most fund managers are applied at a marginal rate of 3.8% (although the self-employment tax has a lower effective…
Client Alerts | February 10, 2016 | Hedge Funds
On January 11, 2016, the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (the “SEC”) announced its 2016 examination priorities for registered entities.[1] OCIE grouped the priorities into the same three general thematic areas as in 2015: protecting retail investors, assessing market-wide risks and using data analytics to identify potential…
Client Alerts | February 10, 2016 | Hedge Funds
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