View Recent Blog Posts in Business and Corporate

  • Net Neutrality Repealed: What it Means for Business By Lauren J. Rucinski and R. Devin Ricci As of December 14, 2017, the Federal Communications Commission (“FCC”) repealed the so-called net neutrality regulations in a 3 to 2 vote along party lines. But what does this mean and how may this decision affect you or your business? To be honest, it is too early... Continue Reading... ....
  • Season’s Greetings from the IRS: Employer ACA Penalty Notices are in the Mail By Brian R. Carnie, David M. Whitaker, Robert C. Schmidt, and Angela W. Adolph The IRS is starting to notify employers of their potential liability under Obamacare’s employer mandate for the 2015 calendar year.  According to the IRS, the determinations are based on the employer’s 1094-C/1095-C informational returns filed for the 2015 tax year as... Continue Reading... ....
  • Ballot Measure to Codify Longstanding Approach to CWIP By Angela W. Adolph Construction Work in Progress (“CWIP”) is generally recognized as property that is in the process of changing from one state to another, such as the conversion of personal property from inventory to asset or fixture by installation, assembly, or construction.  See Valuation of Machinery and Equipment Construction in Progress (CIP), Pollack... Continue Reading... ....
  • The Effect of the Uniform Commercial Code on Certain Limited Liability Company Transfer Restrictions in Louisiana By Amanda Bourgeois The substantial flexibility afforded by the limited liability company structure has made it an increasingly popular business entity choice.  Indeed, most of the default provisions in the Louisiana Limited Liability Company Law, La. R.S. 12:1301, et seq. (the “La LLC Law”) may be altered or superseded by the articles of organization or... Continue Reading... ....
  • It’s Time to Amend Operating Agreements as the Result of TEFRA Repeal By Jaye Calhoun and David Hamm It’s time to amend the governing documents of flow-through entities taxed as partnerships to address recent federal legislative changes impacting all such entities.  Failure to amend now could result in unfavorable tax consequences.  Section 1101 of The Bipartisan Budget Act of 2015 (the “BBA”) substantially changes how the Internal... Continue Reading... ....
  • Statutory Employer: A Louisiana Law Primer By Matthew C. Meiners Under Louisiana law, workers’ compensation is the exclusive remedy that an employee may assert against his employer or fellow employees for work-related injury, unless he was the victim of an intentional act. That exclusive remedy also extends to statutory employers. Workers’ compensation legislation was enacted to provide social insurance to compensate... Continue Reading... ....
  • Successor Liability: Considerations When Structuring Your Acquisition By Matthew C. Meiners In targeting a company for purchase, many buyers prefer to purchase the assets of a company, as opposed to the stock (or other equity) of the company because, as a general rule, the buyer of assets in an asset acquisition does not automatically assume the liabilities of the seller.  Accordingly, an... Continue Reading... ....
  • Offshore Service Companies Try Bankruptcy, Lobbying to Improve Their Finances By J. Eric Lockridge Large and small offshore service companies are turning to the Bankruptcy Code for help with restructuring their balance sheet, and turning to Washington for help with generating more work. One of the largest offshore service companies in the world, Tidewater, announced this week that it will file a Chapter 11 bankruptcy... Continue Reading... ....
  • Sandys v. Pincus: Expansion of the Rales Test and Lowering of Threshold for Lack of Independence in the Demand Futility Context By David P. Hamm, Jr. In Sandys v. Pincus, the Delaware Supreme Court reversed a “thoughtful forty-two page opinion” by Chancellor Bouchard that dismissed a derivative action based upon the stockholder’s failure to make pre-suit demand.[1] The court’s opinion can be found here.  The underlying Court of Chancery opinion can be found here. Expansion of the Rales Test... Continue Reading... ....
  • Louisiana Governor Edwards’ Proposed Commercial Activity Tax Dies In House Ways and Means Committee By William J. Kolarik, II On April 25, 2017, State Representative Sam Jones requested that the Louisiana House Committee on Ways and Means voluntarily defer HB628, which would have imposed a commercial activity tax upon many business organizations doing business in Louisiana.  The Committee’s vote to voluntarily defer the bill means that the proposed commercial... Continue Reading... ....