We are a business law firm. Our business and corporate attorneys are experienced advisors on the full range of legal issues our clients encounter in the course of running their businesses. We often serve as outside general counsel to middle market clients – closely held and family-owned companies that rely on us to bring a practical business perspective to the resolution of legal issues, freeing them up to do the work they were formed to do.
As a full service business firm, we advise on a comprehensive range of commercial, financial and transactional issues, including business formation, capital raising, mergers and acquisitions, recapitalizations and reorganizations, corporate succession planning and liquidity events. Our clients range from large publicly traded enterprises to privately owned, middle market companies to small and start-up businesses. We are experienced advising new companies on choice of entity, legal structure and venture capital financing. We represent nonprofit and tax-exempt organizations and associations of every description.
Our industry experience is far-reaching, extending to construction, education, energy, financial services, government contracting, higher education, healthcare, IT, insurance, life sciences, manufacturing, transportation, real estate development, restaurants and hospitality, and technology, among numerous others.
Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”
On December 3, 2024, the U.S. District Court for the Eastern District of Texas, Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the definitive purchase agreement. Historically, RWI was used only for M&A deals involving purchase prices of $100 million or more.
In 2021, Congress passed the Corporate Transparency Act (“CTA”), creating a beneficial ownership information reporting requirement for corporations. The CTA is largely intended to create more transparency around smaller private companies, which previously had fewer disclosure requirements than publicly traded companies. The CTA requires corporate entities to disclose all beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”), a bureau within the Treasury Department. The CTA is in effect, despite ongoing litigation over the law.
On October 10, 2024, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), adopted final rules overhauling the premerger notification form and filing instructions under the Hart-Scott-Rodino Improvements Act of 1976 (“HSR Act”). Following a robust public comment process, the long-awaited overhaul represents the first major re-write of the HSR filing form and instructions in the 48-year history of the HSR Act. While the final rules dropped some of the provisions from the FTC’s 2023 initial proposal that were widely viewed by non-regulators as onerous if not draconian, the new rules will require merging parties to collect, analyze and submit significant additional new and more detailed information than ever required to be reported in an HSR filing. Although the stated purpose of the changes is to reform the efficiency and effectiveness of the agencies’ merger reviews generally, the additional time, expense and other burdens on filing parties will be substantial and will need to be carefully considered as part of overall deal planning. The new rules take effect for HSR Act forms first filed on or after a date in mid-January 2025 (90 days after their official publication in the Federal Register which is imminent).
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the real world to provide the Buyer with post-Closing protection against losses arising from breaches of Seller’s representations, warranties and covenants set forth in the purchase agreement, as well as responsibility for certain other liabilities that the Buyer may otherwise inherit post-Closing.
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum amount of net working capital which the Buyer requires the acquired company to have at Closing so that the Buyer can operate the business without disruption and the immediate need to add significant cash or take on additional debt. A commonly used metaphor is the “gas in the tank” which any car buyer expects from the dealer when buying a car and before driving off the lot. But should it be a half-tank or a full-tank? And exactly how big is that tank?
An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a founder or senior management team member) agrees to reinvest or “roll over” all or a portion of their ownership stake in the target company in lieu of receiving cash at Closing. Equity rolls are a key component in most sell-side M&A deals with PE buyers, involving a complex interplay of financial, strategic and personal factors that can significantly impact the Seller's decision. Sellers often desire to roll at least a portion of their equity in order to get a second (sweeter) “bite of the apple” and defer taxes. Buyers often insist that Sellers roll in order to “align interests” and ensure that Sellers have “skin in the game,” as well as to reduce cash outlays at Closing.
In its recent decision in Connelly v. U.S., the U.S. Supreme Court held that life insurance proceeds received by a corporation to fund an obligation to purchase a deceased stockholder’s shares in the corporation must be included in the corporation's value for federal estate tax purposes and is not reduced by the contractual purchase obligation.
For companies whose operations are subject to strict federal regulations – and particularly those that are facing or may be facing enforcement actions – take note. The U.S. Supreme Court may have just leveled the playing field. On Friday, June 28, 2024, the Supreme Court overturned a long-standing legal precedent that instructed courts to defer to federal agencies’ interpretations of ambiguous laws they administer. Instead, federal laws will be interpreted by the courts. Federal agencies will need to prove their cases, including enforcement actions where an arguably ambiguous statute is at issue. This is good news for businesses in the U.S.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al. v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB, held the Corporate Transparency Act (the “CTA”) to be unconstitutional. In this surprising decision, U.S. District Court Judge Liles C. Burke ruled “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of rule changes to the HSR Act, including annual adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
The Corporate Transparency Act’s (the “CTA”) reporting requirements are effective as of January 1, 2024. As a result, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
In two more “signs of the times,” the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”), the two federal agencies principally responsible for U.S. antitrust enforcement, recently took separate action reflecting the Biden Administration’s stated commitment to increased and rigorous antitrust law enforcement.
Non-compete clauses impact approximately one in five American employees or 30 million people. The Federal Trade Commission (“FTC”) recently proposed a ban on non-compete clauses in employment agreements. On January 11, 2023, Whiteford published an Alert on this proposal, but here’s an update about what you need to know regarding the ban and reports of recent FTC action to enforce these restrictions.
Companies are now subject to jurisdiction in places that do not have a significant relationship to the dispute.
The Century-old Supreme Court case, Pennsylvania Fire Insurance v. Gold Issue Mining, established the “consent in registration” principle that states can exercise jurisdiction over corporations not headquartered or incorporated in the state as long as they register to do business there. On June 27, 2023, in Mallory v. Norfolk Southern, the Supreme Court held that a Pennsylvania state trial court could exercise personal jurisdiction over a non-Pennsylvania company in a suit arising out of non-Pennsylvania conduct due to this consent. Companies registered to do business in a state can now be sued in that state even when the state has little or no connection to the case.
On January 1, 2021, heightened entity and beneficial ownership reporting arrived in the United States with the enactment of the Corporate Transparency Act (the “CTA”), part of the National Defense Authorization Act for Fiscal Year 2021. The policy behind the CTA is to strengthen reporting and transparency as to who the beneficial economic owners are of business enterprises doing business in the United States. Prior to the passage of the CTA, the United States was viewed by some in the international marketplace as a tax haven for those looking to create shell companies to hide their assets through the formation of business entities in jurisdictions like Delaware or Florida, for instance.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
FBAR Requirements: Pursuant to the U.S. Bank Secrecy Act (“BSA”) (31 U.S.C. § 5314 et seq.), U.S. persons, individuals and companies, are required on a calendar basis to report each year to the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) all financial interests in and signature authority over foreign financial accounts on FinCen Form 114 Foreign Bank Account Reports (“FBARs”). The FBAR filing threshold is triggered upon having account assets exceeding $10,000 USD in the aggregate at any time during the calendar year. The deadline for filing FBARs is April 15 with an automatic extension to October 15 each year.
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of changes to the HSR Act, including adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.
The Department of Defense (DOD) recently announced a pilot program to incentivize contracting with employee-owned businesses, otherwise known as ESOPs, or companies owned by an Employee Stock Ownership Program. Authorized by Section 874 of the National Defense Authorization Act for FY 2022 (Pub. L. 117-81), this program will allow DOD to award certain follow-on contracts on a non-competitive basis to ESOPs. Contracting Officers (CO) supporting this program will be able to award a follow-on contract for the continued development, production, or provision of products or services that are the same or substantially similar to those procured by DOD under a previous contract with a “qualified business.” The qualifying ESOP companies are not required to be a small business.
As one of the authors noted in a previous alert, “the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible.” Recent non-precedential guidance from the IRS’s Office of Associate Chief Counsel, however, has concluded that only properly forgiven amounts will not be treated as gross income by the IRS. In short, the IRS intends to reach its own determination regarding the propriety of the decision of the U.S. Small Business Administration (“SBA”) to forgive PPP loan amounts.
The Inflation Reduction Act (the “Act”), signed into law on August 16, 2022, creates new opportunities for the renewable energy industry and is a welcome change in an industry accustomed to uncertainty regarding its primary financial incentives. The Act’s provisions modified many of the clean energy credit and incentive provisions of last year’s Build Back Better Act. The Act earmarks $374 billion for decarbonization and modernization of U.S. manufacturing in the renewable energy sector (the “Renewable Sector”).
Although many employees have returned to working on location again, factors indicate that the labor market has changed to more permanently accommodate remote workers. With this shift comes state tax and other employment issues employers must now contend with. This article focuses on some of the state tax issues.
On January 21, 2022, the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), announced adjustments to the filing and other dollar-denominated thresholds contained in the HSR Act.
From the outset, the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible. On November 17, 2021, the Internal Revenue Service (“IRS”) issued three separate revenue procedures on the tax treatment of the forgiveness of PPP loans: Rev. Proc. 2021-48, Rev. Proc. 2021-49, and Rev. Proc. 2021-50.
Recently, we’ve been hearing from clients that their Paycheck Protection Program (“PPP”) loans are being reviewed by the Small Business Administration ("SBA") and we are here to help respond to SBA inquiries and requests for information. This Client Alert discusses the Interim Final Rule (“IFR”), effective September 14, 2021, promulgated by the SBA detailing the procedures for appealing adverse PPP forgiveness determinations. Note that these will only become relevant if the SBA formally denies (in whole or in part) a PPP forgiveness application by the delivery of a final SBA loan review decision document.
On February 4, 2021 the Federal Trade Commission and the Antitrust Division of the Department of Justice, the agencies charged with administering the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), announced, effective immediately, the suspension of the practice of granting early termination for HSR Act filings.
On February 1, 2021 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced adjustments to the filing and other dollar-denominated thresholds contained in the HSR Act.
Board diversity can open a path to more inclusive and collective corporate governance, positively impact a company’s culture, and help keep pace with an evolving market and consumer base.
As we recently announced regarding the Economic Aid Act, Congress authorized certain PPP borrowers who have already used (or will use) their PPP funds to apply for a second draw PPP loan (“PPP2”). Effective January 6, 2021, SBA released an Interim Final Rule on PPP2 (the “PPP2 IFR”). This client alert summarizes some of the salient and broadly applicable terms in the PPP2 IFR. Following this discussion, we also highlight parts of the Amended Interim Final Rule (the “Amended IFR”), also effective January 6, 2021, that consolidates previously published interim final rules and amends them to incorporate changes under the Economic Aid Act.
On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.
On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.
As COVID-19 vaccines become available, employers will confront the question of whether to mandate such vaccinations for their workforce. This short video walks employers through the various questions they should consider in formulating a policy on vaccinations and some of the legal considerations when doing so.
On October 26, 2020, the Small Business Administration (“SBA”) published notice that it is seeking approval from the government’s Office of Management and Budget (“OMB”) to release two new forms applicable to Paycheck Protection Program (“PPP”) borrowers who received loans above $2 million. (SBA has previously announced that all PPP borrowers who received more than $2 million in PPP loans, including by aggregation with affiliates, would have their application audited.) According to SBA data, there are over 30,000 PPP borrowers who would be required to submit either proposed Form 3509, for for-profit businesses, or Form 3510, for nonprofit organizations.
On October 2, 2020, the SBA released guidance on changes of ownership of a business that received a PPP loan. While the SBA directed these procedures to PPP lenders, unless the SBA has already forgiven the loan entirely the PPP borrower must provide prior notice to its PPP lender, including a copy of the transaction documents and information on the new owners. In addition, the borrower is likely to have to either place the principal amount of the loan in escrow pending forgiveness determination, or delay its transaction until the SBA approves it.
On August 8, 2020, President Trump sent a memorandum (the “Memorandum”) to the Treasury Department (“Treasury”), ordering the Secretary of the Treasury to defer collection of the employee portion of Social Security withholding (and withholding for certain railroad workers under the Railroad Retirement Tax Act) from September 1, 2020, through December 31, 2020.
Congratulations, you received a loan under the Paycheck Protection Program (“PPP”)! Now you want to maximize your ability to take advantage of the opportunity to have up to 100% of the loan forgiven. The following guide provides overall concepts to consider in using your PPP loan proceeds. Please reach out to the authors or your other professional advisors if you have questions about your specific situation.
On June 17, 2020, the SBA posted to its website a number of new documents for the Paycheck Protection Program (“PPP”) that reflect both changes required as a result of the Flexibility Act and that small business advocates had urged to streamline the PPP forgiveness process. This includes an Interim Final Rule (“IFR”) that significantly updates the owner-compensation replacement rule for a 24-week Covered Period and a new “EZ” forgiveness application.
The Paycheck Protection Program Flexibility Act of 2020 (HR 7010) (the “Flexibility Act”), signed into law on June 5, 2020 (the “Effective Date”), provides relief to small businesses seeking relief under the Paycheck Protection Program (the “PPP”), including, significantly, an extended period to use PPP loan proceeds and a reduction in the amount of funds that are required to be used towards payroll costs from 75% to 60%.
In the evening on Friday, May 15, 2020, the SBA issued the long-awaited Paycheck Protection Program Loan Forgiveness Application and its instructions. The Application provides a step-by-step process that will ultimately lead borrowers to a determination of the amount of their PPP loan that can be forgiven.
In light of the rapid developments related to the Paycheck Protection Program (the “PPP”), enacted as part of the CARES Act, we have addressed a number of frequent questions for clients and others, which we have identified and responded to here to assist with determining whether a PPP loan is a good fit for your business.
In the early days of the PPP, there was some confusion regarding the ability of a partnership (or an LLC taxed as a partnership) to include the compensation of the partners in the original loan amount, as partners’ compensation is not W-2 income. Subsequently, on April 14, 2020, the SBA provided guidance allowing partners’ compensation to be included in the PPP loan amount based on an annualized amount not exceeding $100,000.
What happens to the partnerships that applied for the PPP without the benefit of that SBA guidance allowing a partner’s income to be included in the PPP loan amount? The most recent SBA guidance released May 14 allows these partnerships to apply for an increase to their PPP Loan.
While many small businesses are in the throes of considering whether to take or return disbursements as part of their Paycheck Protection Program loans, the SBA has announced guidance on another portion of relief granted by the CARES Act. As part of its coronavirus debt relief efforts, the SBA will make payments of principal, interest, and any associated fees that borrowers owe on all current 7(a), 504, and Microloans in regular servicing status for six months. This also includes any new 7(a), 504, and Microloans that are disbursed prior to September 27, 2020. However, this relief does not apply to Paycheck Protection Program loans or Economic Injury Disaster loans.
In Notice 2020-32, the IRS answered the question that had been the subject of wide discussion and debate (at least among tax attorneys) as to whether borrowers under the Paycheck Protection Program (“PPP”)[1] could deduct the cost of expenses paid with PPP proceeds that are forgiven under Section 1106 of the CARES Act. Answer: No.
On April 24, 2020, President Trump signed the Paycheck Protection Program and Health Care Enhancement Act (H.R. 266) into law appropriating an additional $310 billion for Paycheck Protection Program (“PPP”) loans to small businesses, which are fully or partially converted into grants under certain conditions.
As part of the Paycheck Protection Program (the “PPP”), the CARES Act suspended the ordinary requirement for SBA loans that borrows demonstrate an inability to obtain credit elsewhere. Instead, borrowers are required to certify, which lenders are entitled to rely upon, that “[c]urrent economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”
On Thursday April 9, 2020, Treasury Secretary Steven Mnuchin and the Federal Reserve Bank announced creation of a Main Street Business Lending Program to bolster the flow of credit primarily to mid-sized businesses impacted by the coronavirus pandemic.
The COVID-19 pandemic has had a wide-ranging impact on all types of businesses operating in the District of Columbia. Some businesses have had to shut down their operations because employees have contracted the coronavirus. Other businesses have had to cease operations because government orders have required them to close as part of the DC government’s efforts to minimize the spread of the coronavirus. And a few businesses have had to close simply because customer demand has vanished due to any number of a combination of factors including fear, diminishing customer disposable income and one or more of the government orders described above.
On Monday, March 30, 2020, Maryland Governor Larry Hogan issued a series of executive orders in response to the COVID-19 crisis, including an order temporarily authorizing the use of remote notarizations throughout the state (Executive Order No. 20-03-30-04), thus allowing Maryland residents to obtain essential notary services without having to leave their homes. Subject to guidance issued by Maryland Secretary of State, Governor Hogan’s order temporarily waives the in-person requirement for notarizing documents in Maryland for the duration of the COVID-19 state of emergency.
Just after midnight on Wednesday, March 25, 2020, the U.S. Senate passed the ‘‘Coronavirus Aid, Relief, and Economic Security Act’’ or the ‘‘CARES Act’’ (H.R. 748) after days of intense negotiations. On Friday, March 27, 2020, the U.S. House of Representatives quickly passed the bill and President Trump signed it into law.
To date, the governors of a growing number of states have issued orders implementing a variety of state-wide “shutdown” measures intended to slow the spread of COVID-19. Such orders vary from state to state and range from limiting certain gatherings and activity (including the closure of select businesses) to a full “shelter in place” order.
The U.S. Small Business Administration's (“SBA”) Economic Injury Disaster Loan (“EIDL”) program provides low interest loans to small businesses suffering substantial economic injury as a result of the Coronavirus.
The small business or private non-profit must have its principal office located in a state that has been declared a disaster area, which, currently, include D.C., Delaware, Maryland, Pennsylvania and Virginia. Loans under the EIDL program are for up to $2,000,000 with interest rates capped at 3.75% for small businesses, and 2.75% for private non-profits. Loan proceeds may be used to pay fixed debts, payroll, accounts payable and other bills that can’t be paid because of Coronavirus’s impact.
On January 28, 2020 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced increases to the filing and other dollar-denominated thresholds contained in the HSR Act.
At long last, on April 17, 2019, Treasury released its second set of proposed regulations providing guidance on Opportunity Zones. (Available here). These proposed regulations answer some questions about how operating businesses can take advantage of the Opportunity Zones. Of particular note and as highlighted below, Treasury provided much needed guidance and flexibility regarding leased property.
The 2017 Tax Cuts and Jobs Act established the Qualified Opportunity Zone program to provide a tax incentive for private, long-term investment in economically distressed communities (Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code). Investors in these programs can defer and, potentially, reduce tax on short or long term capital gains (“Gains”) by investing in a Qualified Opportunity Zone Fund (an “OZ Fund”).
On February 15, 2019 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced increases to the filing and other dollar-denominated thresholds contained in the HSR Act.
As a result of the Bipartisan Budget Act (“BBA”) enacted in 2015, beginning this year partnership audits (which means the audits of any entity taxed as a partnership for federal income tax purposes, most typically limited liability companies (“LLCs”) and limited partnerships) will be governed by the IRS’s newly centralized audit regime. Considering how many franchisees and franchisors are LLCs and are treated as partnerships for tax purposes, these new rules demand the attention of people involved in franchising, real estate and many other business ventures.
Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million. Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.
Whiteford Taylor & Preston has snagged an ambitious corporate attorney with more than a decade's experience working with public finance and real estate transactions, and who now hopes to expand her practice to develop more tax expertise in the municipal finance arena.
Kimberly J. Min joined the firm's business transactions practice group as a partner in Baltimore on Jan. 19 after about 10 years at Abramoff Neuberger LLP, which focused on commercial real estate, small business and municipal finance, and where she developed a specialty representing banks and municipal bond purchasers in direct purchase transactions.
Over the past 20 years, the Internet has introduced innovative business models and platforms at an astonishing pace. More recently, the rapid spread of social media and the proliferation of “smart” phones, tablets and other mobile devices have revolutionized further the way people interact with one another, both personally and professionally. Businesses are increasingly using social media platforms such as Facebook® and Twitter® to do business and interact with their customers. Now this social media boom is also affecting the way small businesses raise funds for growth and capital investment.
In an era of increasing litigation, keeping accurate, detailed corporate minutes is critical. In addition to their standard function of recording and reflecting decisions made by company management and directors and the deliberation of those decisions, corporate minutes can help establish that company directors have met their fiduciary obligations and have executed a sound decision-making process. Conversely, poor minute keeping can result in protracted litigation to determine the care that went into a board's decision to act. It is vital for a company to keep an accurate, precise and complete record of director decision-making and oversight. Furthermore, the failure to maintain such corporate formalities could result in a piercing of the corporate veil action and allow claimants to reach the assets of a company's shareholders. Our Corporate attorneys can assist you in updating your company's books and records.
In response to the significant financial difficulties experienced over the past three years, on July 21, 2010 President Obama signed into law sweeping financial services reform legislation entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act").1 Running over 2,000 pages, the Act is designed to effect a broad range of reforms to the U.S. financial regulatory system. Although many provisions of the Act are not scheduled to take effect until one year after enactment or until regulatory bodies first adopt rules and regulations to implement the Act's requirements, one provision of the Act is effective immediately: a provision that excludes the value of a natural person's primary residence when determining if he or she meets the $1 million net worth test in order to qualify as an "accredited investor" under Regulation D, the securities law provision governing private placements. As a practical consequence, subscription documents and investment representations and procedures for ongoing and future private offerings should be revised immediately.
On July 17, 2009, the Securities and Exchange Commission (the "SEC") published SEC Release No. 34-60332 (Release 34-60332), Proposed Amendment to Municipal Securities Disclosure, requesting comments on proposed amendments to Rule 15c2-12 (the "Rule"). The SEC's proposed amendments, which are described in more detail below, would (1) revise the scope of the continuing disclosure requirements of the Rule to include variable rate demand obligations, (2) expand the description of events relating to tax risk required to be disclosed in a notice filing, (3) add to the list of events requiring notice filings and require notice of certain events without the need for a separate finding of materiality, and (4) establish a more specific filing date for submission of notice filings. In addition, the Release provides interpretative guidance intended to assist issuers, brokers, dealers, and municipal securities dealers in meeting their obligations under federal antifraud statutes and regulations. The Release is available at http://www.sec.gov/rules/proposed/2009/34-60332.pdf.
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
This Alert has been prepared for general informational purposes only and is not intended as legal advice. Antitrust counsel should be consulted both prior to consummating any transaction, to ensure that the appropriate HSR Act filing thresholds have been considered, and prior to filing any HSR Notification Form, to ensure that all technical and other aspects of the HSR Act are satisfied.
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.
The attached alert has been prepared for general informational purposes only and is not intended for legal advice. Antitrust counsel should be consulted both prior to consummating any transaction to insure that the appropriate HSR Act filing thresholds have been considered and prior to filing any HSR Notification Form to insure that all technical and other aspects of the HSR Act are satisfied.
After much fanfare, last month the SEC released its final rules on executive and director compensation disclosure (the "Rules"). The Rules require unprecedented and extensive disclosures about compensation policies and practices that will require significant analysis and attention by public company senior executives and directors. The Rules generally are effective for Forms 10-K and proxy statements filed for fiscal years ending on or after December 15, 2006, and thus will apply to disclosures of 2006 compensation in calendar year companies' 2007 proxy statements.
Effective June 23, 2006, the Federal Trade Commission has amended the premerger notification rules of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). [1] The amended Rules now allow for electronic filing of the Notification and Report Form for Certain Mergers and Acquisitions (the "Form") required under the HSR Act.
The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") which I thought might be of interest to you. These changes are detailed in the attached HSR Act Alert.
The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) which I thought might be of interest to you. These changes are detailed in this HSR Act Alert.
On August 23, 2004, the new and expanded Form 8-K reporting adopted by the SEC in March 2004 became effective. The new Form 8-K requirements were enacted in response to the mandate in the Sarbanes-Oxley Act of 2002 for a "real time" disclosure system. The new requirements are a significant step in that direction.
Each year the Maryland Legislature enacts a number of laws which impact, in varying degrees, on the personal and business lives of people living in or doing business in the State of Maryland. The General Assembly adjourned on April 7, 2003, and the Session actively concluded when the Governor enacted legislation into State law during four separate signing ceremonies on April 8, April 22, May 13 and May 22, 2003.
Each year the Maryland Legislature enacts a number of laws which impact in various degrees on the personal and business lives of people living in or doing business in the State of Maryland. The General Assembly adjourned on April 8, 2002, and the Session actively concluded when the Governor enacted legislation into State law during four separate signing ceremonies on April 9, April 25, May 6 and May 16.
On this webinar for Baltimore-based small and minority–owned businesses, we address PPP compliance and what documentation and action is needed to protect the forgiveness of the PPP loan.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy, Construction and Labor & Employment litigation practices have been recognized with national Tier 1 rankings.
Attorneys from Whiteford’s Richmond office recently served as pro bono counsel to Enrichmond Foundation, which was at one point an umbrella organization for numerous Richmond area nonprofits and the owner of three historic African American burial grounds, Evergreen, East End, and Forest View Cemeteries, all located in Richmond, Virginia.
Whiteford is pleased to announce that Dale G. Mullen, a nationally recognized regulatory and government relations lawyer, has joined Edward Lee and John Selbach as Co-Chair of the firm's Business and Corporate Law Section.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2024 list of leading firms and business lawyers.
Whiteford’s Jay Keeton acted as legal counsel to Steve Miller and Brad Fisher in their recent purchase of Wright’s Ready-Mix, a local concrete ready-mix and precast company that has served the greater Richmond area since 1965.
87 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2024 (copyright 2023 by Woodward/White, Inc., of Aiken S.C.). New practice areas of recognition include CleanTech Law and Entertainment and Sports Law. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2023 list of leading firms and business lawyers.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2023.
73 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2023 (copyright 2022 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington, D.C. offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford is pleased to welcome Ross Allen and Zanas Talley to our Richmond team. Ross joins us as Counsel and his practice focuses on real property and corporate law. Zanas joins us as an associate and his practice focuses on real estate.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2022 list of leading firms and business lawyers. This year’s recognition includes 29 attorneys in 14 practice areas at the National and State level.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2022. Twenty-one of the firm’s practices are ranked at the national level, and the firm’s bankruptcy and Construction Litigation practices have been recognized with national Tier 1 rankings. At the state level, new recognitions include Admiralty & Maritime Law, Nonprofit/Charities Law, Patent Law and Privacy and Data Security Law.
A record 75 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2022 (copyright 2021 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2021 list of leading firms and business lawyers. This year’s recognition includes 25 attorneys in 11 practice areas in 3 states and the District of Columbia.
Whiteford, Taylor & Preston is pleased to have represented Auto Paint Supply Co., Inc. (“Auto Paint Supply”) in the sale of its assets to Nyquist, Inc.
Whiteford, Taylor & Preston is pleased to have represented the owners of Ivy Ventures, LLC, in the sale of their membership interests to Centauri Health Solutions, Inc.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers® “Best Law Firms” has awarded the firm exemplary rankings for 2021. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy and Environmental Law practices have been recognized with national Tier 1 rankings.
A record 71 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2021 (copyright 2020 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor & Preston is pleased to have represented the Investor Group in its purchase of the core U.S. operations of S.P. Richards Company from Genuine Parts Company (NYSE: GPC).
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2020 list of leading firms and business lawyers. This year’s recognition includes 23 attorneys in 10 practice areas in 3 states and the District of Columbia.
Whiteford, Taylor & Preston is proud to have represented the Royal Chevrolet Company in the sale of its new and used car dealership to Parks Automotive Group, based in Kernersville, North Carolina.
Whiteford, Taylor & Preston is pleased to announce that Clarke Bonney has joined the firm as an associate in its Business and Corporate practice, resident in Richmond.
On November 25, Whiteford, Taylor & Preston closed a New Markets Tax Credit financing on behalf of Paul’s Place, Inc., a nonprofit offering more than two dozen services and programs to low-income individuals and families in Baltimore.
Whiteford, Taylor & Preston is very pleased to have represented Landmark Property Services, Inc. (“Landmark”) in connection with the acquisition of 971 multifamily apartment units from The Wilton Companies (“Wilton”) for $98.1 million.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2020. Twenty of the firm’s practices are ranked at the national level, including two bankruptcy practices with national Tier 1 rankings. At the state level, an additional forty-two practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is proud to have represented the selling owners of Accumark, Inc., Pipe Vision, LLC and Benchmark VA LLC Subsurface Utility Services (collectively, “Accumark”) in their sale to Hoffman Southwest, a rapidly growing provider of water flow inspection, repair and cleaning services.
Whiteford, Taylor & Preston is pleased to have represented Virginia CU Realty, LLC, a subsidiary of Virginia Credit Union, in its acquisition of Joyner Fine Properties, Inc./Joyner Commercial, an established real estate brokerage firm in the Richmond area.
Whiteford Taylor & Preston today announced that Dwight F. Hopewell has joined the firm in Richmond. A leading Richmond business attorney, Mr. Hopewell joins the firm as Senior Counsel.
64 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2020. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2019 list of leading firms and business lawyers.
Whiteford Taylor & Preston announced today that D. Shane Smith, a leading Richmond-based business, tax and estate planning attorney, has joined the firm as a partner.
Whiteford Taylor & Preston today announced continued expansion in Richmond with the addition of a highly regarded group of corporate and real estate attorneys, including partners Katja H. Hill and John C. Selbach, and associates Jonathan Jones and Nicole K. Scott.
Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019. Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings: Litigation and Bankruptcy. At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2018 list of leading firms and business lawyers. This year’s recognition includes 29 attorneys in a record 12 practice areas in 4 states, the District of Columbia and Afghanistan.
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in 4 states, the District of Columbia and Afghanistan.
Whiteford Taylor & Preston announced today that prominent Maryland health care attorney Sigrid C. Haines has joined the firm as a partner in its Columbia and Baltimore offices. With decades of experience in health care and elder law, Ms. Haines is experienced representing hospitals, medical and health-related foundations, health care systems, nursing homes, home health agencies, physicians and pharmacies.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
Whiteford, Taylor & Preston is pleased to announce that, in addition to ranking the firm highly in its 2016 list of Maryland’s leading firms and business lawyers, Chambers and Partners have added new Whiteford lawyers in Maryland and Delaware.
The practice group rankings are based on the high rankings of 21 individual lawyers.
Whiteford Taylor & Preston announced today that Kimberly J. Min, a Baltimore-based corporate attorney with significant public finance and real estate transactional experience, has joined the firm as a partner and will be based in its Baltimore office.
“We are delighted to welcome Kimberly to the firm,” said Managing Partner Martin Fletcher. “Her reputation and breadth of experience add significantly to our growing corporate profile.”
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Whiteford, Taylor & Preston is pleased to announce that the 2015 edition of Chambers USA recognizes 17 of its lawyers as leaders in their fields and, in addition, has ranked six of Whiteford’s practice areas.
Whiteford, Taylor & Preston is pleased to announce that Phil Bogart has joined the firm’s Baltimore office as a partner in the Business & Corporate Law group.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.
The Maryland Chamber of Commerce's State Taxation Consultant Karen T. Syrylo will join the list of presenters for Whiteford, Taylor & Preston LLP and Watkins, Meegan, Drury & Company LLC's Computer Services Tax Event on Tuesday, March 11, 2008. Held on the eve of Maryland's hearings on measures to revise, limit or repeal the Computer Services Tax from 3:30 to 6:00 p.m. at WTP's offices (7 Saint Paul Street, Baltimore, MD 21202), the event will be moderated by Heather A.
Whiteford, Taylor & Preston LLP (WTP) has expanded its Falls Church office - by increasing the number of attorneys and enlarging its office space. Glenn R. Bonard, Eileen Morgan Johnson, Thomas Mugavero, Christy Richardson, and Andrew J. Terrell have joined Raymond J. Diaz, Michael Gartner, Christopher A. Jones, Katherine McCarthy, Edward J. O'Connell, and Eric A. Vendt in WTP's offices at 3190 Fairview Park Drive, Suite 300, Falls Church, VA 22042.
Whiteford, Taylor & Preston LLP is pleased to announce that Enayat "Yat" Qasimi has joined the firm as a partner in our Washington, D.C. office, where he will focus on providing general business and corporate advice to foreign and domestic corporations, cross-border mergers & acquisitions, emerging market private equity, venture capital, off-shore transactions, and bilateral and multilateral international contracts.
Whiteford, Taylor & Preston LLP (WTP) is pleased to announce that Jonathan Z. May and Glenn R. Bonard have been selected by Washington SmartCEO Magazine (SmartCEO) as Greater Washington's Legal Elite.
"Both inside and outside the firm, Jon and Glenn are known for their legal skills, dedicated service to others, and commitment to their community and profession," explained Albert J. Mezzanotte, Jr., managing partner of Whiteford, Taylor & Preston. "In our eyes, it's their excellence of character that makes them great lawyers."
Whiteford, Taylor & Preston L.L.P., is pleased to announce that Thomas C. Barbuti (Real Estate), Joseph K. Pokempner (Labor and Employment), Larry M. Wolf (Labor and Employment), Jeanne M. Phelan (Labor and Employment ), and Robert B. Curran (Corporate) have been recognized in 2004/2005 edition of America's Leading Business Lawyers, published by Chambers & Partners.
The Speaker series, presented under the auspices of the Alex. Brown Center for Science and Technology Entrepreneurship at UMBC, provides a monthly forum for successful technology entrepreneurs to share their experiences and insights with UMBC students, faculty, staff, alumni and the Baltimore business community. The series highlights experiences, lessons learned and unique challenges faced by technology entrepreneurs in the creation of a new enterprise.
