Our country’s protection for debtors has come a long way over time. Some of the earliest settlers came to America, not on the Mayflower, but as indentured servants. Did you know that one of the early Revolutionary War heroes, Henry (“Light Horse Harry”) Lee, who went on to become governor of the Commonwealth of Virginia … Continued
Nonresident businesses increasingly seek to commence or expand United States activities based on a multitude of factors—entering the lucrative United States market is a common factor. Associated with U.S. market penetration, however, is exposure to U.S. tax ramifications. The United States imposes significant tax ramifications under statutory provisions; these ramifications can be altered, however, through … Continued
On March 30, 2022, the Securities and Exchange Commission (SEC or Commission) proposed new rules that would impose additional disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in business combination transactions involving SPACs (de-SPACs). The proposed rules would significantly impact SPACs in a number of ways, including by: Mandating … Continued
The rules would require public companies to disclose detailed greenhouse gas emissions, climate transition plans, targets and progress against targets, long-term climate risks and business impacts, and climate-related corporate governance, including new information in notes to audited financial statements Summary On March 21, 2022, the Securities and Exchange Commission proposed climate-related disclosure requirements (the “Proposed … Continued
On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize exculpation clauses limiting or eliminating the monetary liability of certain officers, make appraisal rights available to beneficial owners of stock, and facilitate … Continued
The COVID-19 pandemic’s impact on New York businesses included mandatory shutdowns, disruptions to employment needs, and closure of many small businesses. As with prior financial market disruptions, one resulting perception is that lenders may leverage market conditions to lend on terms less favorable to borrowers. New York is seeking to address this perceived harm through increased … Continued
I am honored to serve as the Chair of NYSBA’s Business Law Section. I thank my three immediate predecessors, Anastasia Rockas, Anthony Fletcher and Drew Jaglom, for their excellent leadership and guidance. During my one-year term, a high priority for me will be to work toward improving state and federal laws in ways that will … Continued
This author was somewhat surprised to learn that there are approximately 30 rats in animated cartoon history. Undoubtedly, the nicest and most charming (and thus, I suppose, the most popular) is Remy from the movie Ratatouille.1 In a prior article for this distinguished journal, less charming rats were explored: lawyers who rat out their clients and seek … Continued
Class Certification Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) Judge Dean D. Pregerson denied class certification in a securities fraud case alleging that Toshiba Corp. committed accounting fraud and made material misrepresentations. The plaintiffs were pension … Continued
As this issue was going to press, Governor Hochul was considering whether to sign or veto legislation that would overturn the Court of Appeals’ 2021 ruling in Freedom Mortgage Corporation v. Engel. The case effectively reopened hundreds of foreclosure cases that the homeowners thought they had won because the lender missed a key deadline. Under pre-Engel law, … Continued