Insights

Kleinberg Kaplan recently sent a Trusts & Estates Client Alert discussing potential changes to the tax law that were proposed by the House Ways and Means Committee (click here for the Client Alert). A recent report issued by the House Budget Committee regarding the proposals has important implications concerning the proposed provisions related to grantor…

Client Alerts | October 6, 2021 | Estate Planning and Administration | High Net Worth Individual Planning

The House Ways and Means Committee recently released a draft of the tax portion of the proposed reconciliation bill. Some of the proposals affecting individual taxpayers, estates and trusts are described below. Termination of Temporary Increase in Gift and Estate Tax Exclusion Amount The gift and estate tax exclusion amount is presently $11.7 million (indexed…

Client Alerts | September 28, 2021 | Estate Planning and Administration | High Net Worth Individual Planning

Tax Planning for Fund Managers and Other High-Net-Worth Individuals Earlier this year, New York State enacted a new elective pass-through entity tax (the “PTET”). The PTET generally allows individuals who are members of pass-through entities to effectively receive a federal deduction for New York State income taxes that they would otherwise not be able to deduct. On…

Client Alerts | September 1, 2021 | Hedge Funds | Private Equity Funds

On June 17, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (the “Order”1) increasing the dollar amount tests in order to qualify as a “qualified client” in Rule 205-3 (the “Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As described below, these changes will be effective…

Client Alerts | August 2, 2021 | Investment Management | Hedge Funds | Private Equity Funds

Background On July 13, 2021, the U.S. Securities and Exchange Commission (the “SEC”) filed an administrative enforcement action and announced a settlement with Stable Road Acquisition Corp. (“Stable Road”), a special purpose acquisition company (“SPAC”); SRC-NI Holdings, LLC, Stable Road’s sponsor (the “Sponsor”); Brian Kabot, Stable Road’s Chief Executive Officer and the Sponsor’s managing member (“Kabot”);…

Client Alerts | July 23, 2021 | Securities and Corporate Finance

A recent decision from the Delaware Chancery Court has established, for the first time, that the remedy of reverse veil-piercing is recognized under Delaware law. The decision, Manichean Capital, LLC v. Exela Technologies, Inc., resolves a dispute regarding the availability of reverse veil-piercing and augments the remedies for minority shareholders dissenting from a merger. Background…

Client Alerts | June 2, 2021 | Creditors’ Rights and Bankruptcy Litigation

A recent decision by a Delaware bankruptcy court highlights the important consequences that can flow from a debtor-in-possession (“DIP”) finance stipulation reached early in a case. The decision, in Official Committee of Unsecured Creditors v. The CIT Group /Business Credit, Inc. (In re Jevic Holding Corp.), held that a chapter 7 trustee was barred by…

Client Alerts | May 13, 2021 | Creditors’ Rights and Bankruptcy Litigation

A series of decisions (and a recent brief) have highlighted some of the new issues that are arising in Safe Harbor litigation. In particular, they show how the courts are wrestling with questions concerning: Which entity in a complex transaction is considered the “initial transferee” for Safe Harbor purposes? How are courts interpreting the Safe…

Client Alerts | March 24, 2021 | Creditors’ Rights and Bankruptcy Litigation

The Delaware Supreme Court has held that fraudulent conduct by corporate officers and directors is insurable in Delaware.  This consequential decision, RSUI Indemnity Company v. Murdock, 2021 BL 76083 (Del. Mar. 3, 2021), is inconsistent with the public policy of many other states, and likely will have an immediate effect on Delaware-based corporations involved in…

Client Alerts | March 15, 2021 | Commercial and Corporate Litigation | Risk Management

Each year, we send an annual newsletter to our clients and friends regarding Section 475(f) mark-to-market elections. A 475(f) election must be made by partnerships early in the year (by March 15, 2021, for 2021) and can be overlooked while people are focused on preparing tax returns for the prior year. A 475(f) election generally…

Client Alerts | March 4, 2021 | Hedge Funds