Member News

09 Dec
Member News

CEA Legal | Fashion law highlights in our practice

Fashion Law is a growing and emerging legal category that encompasses several other and more traditional legal specialties. Intellectual Property Fashion companies protect their brands by filing for state or federal trademark registration. After filing for federal registration, the fashion company owns the exclusive right to use the trademark in the U.S. and the right to use the official registered trademark symbol ®. If a fashion company believes that its designs are being copied, to prevail in court, the fashion company would...

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09 Dec
COVID-19 News, Member News

Troutman Pepper | Changes to Target’s Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal

Who Needs to Know Companies and individuals negotiating contracts governed by Delaware law. Why It Matters In a recent decision, the Delaware Court of Chancery permitted a buyer to escape its obligation to acquire a target from a seller under the parties’ purchase agreement because the target had made extensive changes to its business as a result of the COVID-19 pandemic in violation of the agreement’s ordinary course of business covenant. The court’s holding reaffirms that standard ordinary course of business covenants...

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09 Dec
Brexit News, Member News

Orrick | Brexit: the Italian legal framework on UK financial entities operating in Italy after the end of the transition period (December 31st, 2020)

Banks From January 1st, 2021, UK banks will qualify as non-EU banks and relative provisions will apply. Accordingly, UK banks shall be authorized by the Bank of Italy to operate in Italy, through a branch or on a cross-border basis. In addition, UK banks may also be authorized to provide investment services (Bank of Italy having consulted Consob): towards retail and professional on request clients, only if a branch is established; towards eligible counterparties and per se professional clients, also on a cross border basis. If...

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09 Dec
Member News

CLA | Should You Accelerate Income in Anticipation of Tax Rate Increases?

Key insights President-elect Biden ran on proposed increases of top tax rates. Tax rate increases may not occur until a later year (if at all), and may not affect you. Acceleration of income may not be appropriate in all circumstances. Your individual situation can help to determine if you should take action or wait and see. As part of his campaign, President-elect Biden proposed an increase of the top tax rates on personal income (from 37% to 39.6%), capital gains...

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08 Dec
COVID-19 News, Member News

SH Legal | Practical insights on M&A transactions during COVID-19

In this series of briefing notes, we will look at some key areas of a private M&A transaction that may be impacted during COVID-19 era. This note is designed to focus on the valuation and structuring issues that may arise in these transactions. Valuation and purchase price structure The market uncertainty caused by the COVID-19 outbreak has led to difficulties in valuing the target and forecasting its future business performance. As such, it is not hard to see why buyers now...

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08 Dec
Member News

Troutman Pepper | Nasdaq Proposes New Listing Rules on Board Diversity

In this vein, Troutman Pepper released a podcast to expand upon the theories asserted in these new board-diversity derivative actions, analyze potential problems for plaintiffs in sustaining the claims, and provide additional guidance on how to respond to a shareholder demand to take action to address diversity and inclusion. Listen here: Board Diversity Podcast | Momentum continues to build to mandate diversity on corporate boards. A new proposal by Nasdaq will require all Nasdaq-listed companies to have at least two diverse...

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08 Dec
Brexit News, Member News

Loyens & Loeff | Brexit: Luxembourg regulator clarifies actions to be taken in view of the end of the transitional period on 31 December 2020

The CSSF issued a press release on 7 December 2020 on the management of Luxembourg AIFs by UK AIFMs and the marketing of UK UCITS and AIFs in Luxembourg. UK AIFMs or impacted funds must take certain actions by 31 December 2020 at the latest to the extent no action has been taken so far. Luxembourg investment funds managed by a UK AIFM should appoint an EU-27 manager in order to maintain the EU passporting rights. Under limited circumstances Luxembourg AIFs...

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08 Dec
Member News

Offit Kurman | Foreign Investors Looking to Invest in a U.S. Partnership Engaged in a U.S. Business – Complexities and Delays Abound

Many foreign businesses and individuals planning on setting up or investing in a U.S. partnership or multimember LLC (“U.S. partnership”) that will be engaged in an active business in the U.S., have the following questions: What are U.S. tax consequences as a foreign investor into a U.S. partnership with an active business? As a foreign investor do I need a taxpayer identification number from the internal revenue service (“IRS”)? What should I do as a foreign investor and what...

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08 Dec
Brexit News, Member News

British-European Relations Post-Brexit | A Legal Kaleidoscope: Competition Law & Regulation

Part of a virtual workshop held on 21 September 2020; and previously published in the Institute of European & Comparative Law at Oxford University | Introduction As a result of Brexit, the UK has ceased to be a member of the European Union (EU) competition law regime. The consequences are already being felt, and will become even stronger after the end of this year. The EU-wide competition law regime is unique. The regime includes a one-stop shop for reviewing mergers (a regime...

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07 Dec
Brexit News, Member News

Vulcan Insight | Final Brexit negotiations set to go into the weekend

Expectations that a Brexit deal would be done by the end of the working week have been dashed after it was reported that the French and British clashed on key elements of the agreement, pushing negotiations into the weekend. The latest optimism for a deal to be struck by today likely originated with Irish Foreign Minister Simon Coveney commenting on Thursday that “there is a good chance that we can get a deal across the line in the next few days”. While...

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