Partnership Taxation in Bankruptcy
Most of the debtors involved in our restructuring work are corporations. On occasion, however, we find ourselves working on a matter involving a bankrupt partnership. Partnerships in bankruptcy raise a host of tax issues that differ from the issues we deal with in our typical corporate debtor work. In this article, we first discuss some basic elements of partnership taxation, and then review some of the tax issues unique to partnerships in bankruptcy.
The Death Knell for One-on-Ones?
When the Securities and Exchange Commission settled a Regulation FD enforcement action against Schering-Plough Corporation and its Chief Executive Officer in late 2003, the reaction from the pundits was swift. Repeatedly quoting a sentence from the SEC's cease-and-desist order that indicated that a violation had arisen through "a combination of spoken language, tone, emphasis, and demeanor" (emphasis added), many securities counsel began speculating that the enforcement action would irrevocably and further chill communications with securities professionals. Some went so far as to predict that so called "one-on-one meetings" with analysts should no longer be a part of a responsible company's investor relations program.
Technology and Corporate Risk Management
It's a fact: Litigation costs have skyrocketed over the last two decades. In the securities industry, this trend is evident in that governmental inquires into the practices and dealings of financial and corporate entities on the heels of the MCI WorldCom and Enron scandals have shown no signs of abating. The shareholder actions resulting from these scandals have done little to restore investor confidence. To ameliorate the situation and shore up public confidence in a system that has been operating in a de facto mode of "irrational exuberance," a host of legislation has been introduced to address the need for greater accountability and transparency in the way our financial institutions and corporations conduct their affairs. The most significant legislation is the Sarbanes-Oxley Act of 2002 (SOX). Comprised of 11 parts and 66 sections, this is broadest piece of legislation out of Washington since the 1933 and 1934 U.S. Securities Acts.
Best of the Best Practices in Corporate Governance
This article summarizes certain best of the "best practices" in corporate governance, including those standards that have been implemented by many of the corporations at the forefront of governance reform.
Derivative Or Direct?
A sometimes confusing area of corporate litigation concerns whether a claim asserted by a stockholder in a lawsuit against a corporation's officers and directors is a "derivative" claim brought on behalf of the corporation, or a "direct" claim brought by the stockholder on his or her own behalf rather than the corporation's. The distinction is important, as the proper characterization of a stockholder claim can have a significant impact on the parties and how the lawsuit proceeds, in some instances determining whether it proceeds at all. In a new opinion, <i>Tooley v. Donaldson, Lufkin & Jenrette, Inc.</i>, the Delaware Supreme Court has cleared up some of the confusion, holding that a claim is derivative whenever the corporation has suffered the alleged harm and will be the beneficiary of the relief granted by the court.
Anti-Spam Law Impacts Legitimate e-Mail
Despite its clever name, the recently enacted CAN-SPAM Act does not in fact prohibit "spam." What the law does do is regulate "commercial e-mail," which is defined broadly. Accordingly, the legal department of every business that uses e-mail should be advising its employees to take immediate steps to comply with the Act, as violations carry stiff penalties.
What Your Company Needs To Know About Records Retention
A recent industry survey reported that nearly half of large companies currently don't have policies about when to keep and when to destroy their electronic records and those that do usually don't enforce them. If your company is one of these businesses, it is risking huge legal problems if someone in your company destroys an e-mail or information on backup tapes that relates to any existing or future litigation ' because your company may wind up being hit with sanctions for spoliation.
Cutting the Cost Of e-Discovery
Save everything!" That's the new corporate mantra in response to tougher regulatory requirements and the growing importance of electronic data discovery in litigation. But is "Save Everything!" the right response? CEOs and CFOs may think they'll sleep better knowing that every bit and byte is being saved ' but wait until the bills come in! That'll be an eye-opener!
Red Flag or Red Herring?
A review of the literature dealing with allegations of sexual abuse within the context of divorce and custody litigation, and the prevalence of false allegations in these cases.
