Entrepreneurial Success Begins By Navigating Key Legal Lessons
As often as we hear of the success stories of entrepreneurs, we are not always as privy to the many behind-the-scenes challenges they face. We may hear even less about the legal framework guiding their entrepreneurial dreams. However, for all entrepreneurs, having an understanding of the legal landscape is essential for sustainable business growth and…
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Rent is Due: Strategies for Landlords with Financially Unstable Tenants
Even landlords who conduct in-depth analyses of tenant credit and financial health will experience some tenants who become financially unstable during the term of the lease. In an environment where replacing tenants can be challenging, many landlords should consider the potential benefits of negotiating a restructuring of the tenant’s lease obligations or offering an agreed…
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After Corporate Transparency Act Takes Hit in Ruling, What’s Next?
The Corporate Transparency Act (“CTA”), a significant legislative effort aimed at curbing financial crimes by increasing corporate accountability, has been declared unconstitutional by the U.S. District Court for the Northern District of Alabama.[1] On March 1, 2024, Judge Liles Burke permanently enjoined the government from enforcing the CTA, ruling in favor of the National Small…
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Investment Advisors Face Added Regulation That Could Potentially Impact Litigation
On February 13, 2024, FinCEN issued a Notice of Proposed Rulemaking (NPRM) to deter criminals and foreign adversaries who seek to potentially compromise the U.S. financial system and assets through investment advisors. If passed, the new rule would make investment advisors subject to the Bank Secrecy Act (BSA) by expanding the definition of “financial institution”…
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SEC’s New Rules Give SPACs, Target Companies Much to Consider
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for SPACs and so-called “de-SPAC” transactions involving target companies who enter into a business combination with SPACs. In summary, the new rules appear…
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Venture Debt: Down Round Protection Without Triggering Downside Provisions
There is increasing chatter in the startup and investor space surrounding venture debt. It is not at all surprising that as the availability of ready capital has contracted considerably over the past two years, debt and debt-like items have come to the front of mind. It is tempting to think that it is only venture-backed…
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Actions vs. J.P. Morgan, Monolith Serve as SEC Compliance Check Reminders
The Securities and Exchange Commission (SEC) recently settled charges against J.P. Morgan Securities LLC (JPMS) for impeding hundreds of advisory clients and brokerage customers from reporting potential securities law violations to the SEC.[1] JPMS agreed to pay $18 million in civil penalties to the SEC to settle the charges. According to the SEC, from March…
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‘As Such’: Soroban Case Puts Limited Partnerships Under Tax Scrutiny
In Soroban Capital Partners, LP v. Commissioner,[1] the U.S. Tax Court determined that the exception to net earnings from self-employment in Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”)[2] does not automatically apply to all limited partners in a state law limited partnership. The court concluded instead that it must…
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How Bonus Depreciation Can Be A Timely Tool in Real Estate Deals
So, you’re a real estate investor accustomed to tax mitigation strategies and you are starting to think about your next big project. With that comes so many streams of thought — location, timing, interest rates, partnerships, and, possibly, the most crucial thing, tax incentives. In recent years, bonus depreciation in connection with real estate transactions…
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Buyer’s Market? Real Estate Broker Verdict’s Effect on Marketplace
A recent federal jury verdict in Missouri has gotten the attention of real estate industry professionals around the country. The jury in Sitzer v. National Association of Realtors et. al (Case No. 4:19-cv-00332-SRB) ordered the National Association of Realtors (“NAR”) and a number of the nation’s largest real estate franchises to pay $1.78 billion in…
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