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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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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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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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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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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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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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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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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