Category: Corporate and Business Transactions

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Cross-Border M&A Opportunities Favor the Prepared

Cross-border mergers and acquisitions (“M&A”) unlock growth, diversification, and a stronger global stance for businesses. These strategic moves enable firms from different nations to blend resources, making way into new markets, tapping into unique technologies, enhancing products, and realizing economies of scale and scope. Despite uncertainties from economic, regulatory, and geopolitical developments, the outlook for…
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Ready for More Corporate Transparency? Understanding the NY LLCTA

Despite the fact that its constitutionality is currently in legal limbo, the federal Corporate Transparency Act has already had an impact rippling through a number of business sectors, thanks in no small part to the wave of state-level ownership disclosure laws it has inspired. One of the more significant of these emerging state laws is…
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Betting the Farm on Solar: Leasing and Due Diligence Considerations

While imagery of the American Dream used to be picturesque farm towns, robust bounties and families gathered around the table for a meal, values have shifted, and once-robust farming communities have become forgotten lands, with few farmers left in sight. As generational values continue to evolve, many landowners are left with few options when faced…
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Accidental Termination on Purpose? S Corp Ruling Could Be Huge For QSBS Owners

Qualified Small Business Stock (“QSBS”) is arguably one of the largest “gifts” Congress has given taxpayers by excluding from a shareholder’s gross income the greater of $10 million or 10 times the shareholder’s basis in the QSBS that was sold. With the recent IRS Private Letter Ruling (“PLR”), that exemption has perhaps become easier to…
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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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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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David Pentlow

Samantha Vasco