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The Little Transaction with Big Complex Issues
In January 2003, I received a call from the Chairman of the Board of a long-time client, Grand Toys International, Inc. He asked me to attend a negotiating session for a potential double acquisition by Grand that would fundamentally change this sleepy Nasdaq SmallCap-listed company. I sensed that that this would not be a small undertaking. But I never imagined that the transaction, even after one of the two acquisitions were abandoned, would take nearly 19 months to complete and would involve re-domesticating Grand offshore; dealing with complex proposed tax legislation targeted at preventing large, U.S.-based multinational corporations from avoiding U.S. income taxation; maintaining Grand's Nasdaq listing; and preparing a complex registration statement.
A Brief History
Before the transaction, Grand Toys was a Nevada corporation that primarily distributed toy and novelty products in Canada. In 1993, it went public with a plan to expand beyond its roots as a niche toy distributor. Grand's management at that time was full of quality ideas but, unfortunately, was not as adept at managing its resources, and Grand quickly found itself out of money and unable to exploit its proprietary ideas. For the rest of the 1990s, Grand limped along, never overly successful but always avoiding a complete financial collapse in the rapidly consolidating Canadian toy distribution business.
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The Article 8 Opt In
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With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
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In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?