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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New Federal Focus on AI, Data Privacy and Civil Rights Protection
On October 30, 2023, President Biden issued an Executive Order on the safety, security, and trustworthiness of artificial intelligence (the “Executive Order”).[1] Given the recent adoption and integration of digital tools and services utilizing artificial intelligence, such as ChatGPT, that can quickly generate content, the Executive Order establishes new standards to protect the civil rights…
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How DOJ’s Safe Harbor Policy Rewards Honesty Within M&A Deals
Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy (“Policy”) to enhance your law firm’s diligence process, to educate your company’s compliance personnel, and/or to incorporate procedures to report criminal conduct…
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New York Times vs. OpenAI: Fair Use Fight with Billions at Stake
On the third day of Christmas, Microsoft Corp. (“Microsoft”) and OpenAI, Inc. (together with its named affiliates, “OpenAI”) didn’t get any French hens: Instead, the software giant and leading artificial intelligence research and deployment company were named as defendants in a copyright infringement lawsuit filed by The New York Times (the “Times”) in the United…
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Corporate Transparency Act: Frequently Asked Questions
The Corporate Transparency Act (the “CTA”) is a federal law that requires certain “reporting companies” to file a beneficial ownership information (“BOI”) report containing personal information about their “beneficial owner(s)” and “applicants” to the Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). This is a significant change that will affect many businesses in the U.S.,…
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