All Regulations Are Local

Uber, a location-based limo service, has been excluded from many of the top 20 U.S. cities by local government regulations. See http://eeditionmobile.chicagotribune.com/Olive/Tablet/ChicagoTribune/SharedArticle.aspx?href=CTC%2F2014%2F01%2F06&id=Ar04100. The cab companies it displaces have fought back with new regulations designed to delay service, with lawsuits, and, indeed, with everything except lower prices and better service. What does this mean for your…

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Self-Dealing Is Easier In Some States

Where your corporation is organized can make a big difference in what self-dealing (sometimes litigated as “misappropriation of corporate opportunities”) is allowed. The New York Times pointed out the advantages of Nevada incorporation over Delaware for the major owner of Dish Network’s possible purchase of LightSquared, Inc., a broadband wireless company. See http://nyti.ms/1bfXsQe. The story…

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New IRS “Social Benefit” Entity Rules

The Internal Revenue Service has announced that it will publish draft guidance defining “candidate-related political activity” as outside of the “social benefit” activity which can qualify an organization for income tax exemption under Section 501(c)(4) of the Internal Revenue Code. See http://tinyurl.com/q2c88gc. This category of exempt organization has been used in recent election cycles to allow…

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M&A Broker Deregulation?

H.R. 2274, which would exempt brokers who help sell companies with up to $25 million in EBITDA (earnings before income taxation, depreciation, and amortization, a common measure of profits) or $250 million in gross sales from full FINRA broker-dealer registration requirements, was voted out of committee in the U.S. House of Representatives this week. (See…

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No Signatures, Still A Deal

In Landan et. al. v. Wal-Mart Real Estate Business Trust, et. al. (No. 2:12cv 926, W.D. Pa. Aug 5, 2012, see http://tinyurl.com/kzudzgh), the court ruled that Wal-Mart’s representatives’ repeated assurances that they intended to sign a lease, the extensive negotiations after a Letter of Intent (LOI) that said it’s terms were not binding, and the…

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