Insights

In an effort to assist small businesses raise capital, on October 7, 2020, the Securities and Exchange Commission (the “SEC”) voted to propose a new limited, conditional exemption (the “Proposed Exemption”) from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for natural persons who…

Client Alerts | October 16, 2020 | Securities and Corporate Finance

On September 23, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had voted to adopt amendments to Rule 14a-8 and the process for shareholder proposals (the “Amendments”).1 The Amendments purport to “modernize” the shareholder proposal process, but in practice will limit the range of shareholders who are eligible for their proposals to…

Client Alerts | September 29, 2020 | Hedge Funds | Investment Management | Investor Activism

A recent decision by a New York district court confirms that the defendant-friendly holding of the Second Circuit’s Tribune decision (discussed in our prior alert) will be applied broadly to benefit defendants and rejects efforts by plaintiffs to work around Tribune. The decision, In re Nine West LBO Securities Litigation, reaffirms the vitality of the…

Client Alerts | September 22, 2020 | Creditors’ Rights and Bankruptcy Litigation

A New York Bankruptcy Court has adopted the majority rule in holding that a transferred claim can be disallowed or subordinated based on actions of the initial claim holder, siding with the Third Circuit Court of Appeals and rejecting a contrary decision of a New York District Court. The decision, In re Firestar Diamond, Inc.,…

Client Alerts | September 14, 2020 | Creditors’ Rights and Bankruptcy Litigation

On July 29, 2020, the Superior Court of California, County of Los Angeles, handed down a decision with potentially great significance to parties to contracts with Delaware forum selection clauses. West v. Access Control Related Enterprises, LLC In 2017, plaintiff William West (“West”) sued his former employer, Access Control Related Enterprises, LLC (“ACRE”) in California,…

Client Alerts | September 3, 2020 | Commercial and Corporate Litigation | Employment Litigation

The Third Circuit Court of Appeals has affirmed the confirmation of a plan of reorganization that did not strictly enforce the subordination provisions of certain public debt issuances. The decision, In re Tribune Co., illustrates limits to the utility of subordination agreements and provides a new standard for the implementation of the “unfair discrimination” test…

Client Alerts | September 2, 2020 | Creditors’ Rights and Bankruptcy Litigation

The Tax Cuts and Jobs Act (the “TCJA”), enacted on December 22, 2017, made significant changes to Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the deductibility of business interest expense. For tax years 2018 through 2025, Section 163(j) of the Code generally limits a taxpayer’s business interest expense…

Client Alerts | August 25, 2020 | Business Advice and Planning

A recent unreported decision by a New York bankruptcy court suggests that commercial tenants whose operations were suspended under mandatory shutdown orders as a result of the pandemic may be able to escape their rent obligations that relate to the shutdown period. Background The debtor in the case, In re Edison Price Lighting, Inc., is…

Client Alerts | August 18, 2020 | Creditors’ Rights and Bankruptcy Litigation | Real Estate Litigation | Leasing

By Opinion and Order dated August 3, 2020 in the case of State of New York v. United States Department of Labor, Judge J. Paul Oetken, of the United States District Court for the Southern District of New York, invalidated four key components of the regulations issued by the Department of Labor (“DOL”) clarifying the…

Client Alerts | August 17, 2020 | Risk Management | Employment Litigation | Commercial and Corporate Litigation