View Recent Blog Posts in Business and Corporate

  • 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... ....
  • Legislation Composing Governor Edwards’ Proposed Tax Reforms Filed in the Louisiana House of Representatives By William J. Kolarik, II On April 17, 2017, the legislation that composes the centerpiece of Governor Edwards’ proposed tax reforms was filed in the Louisiana House of Representatives.  House Bill 628, introduced by state Rep. Sam Jones, contains the legislation that would establish the commercial activity tax.  The Kean Miller State and Local Tax team... Continue Reading... ....
  • Navigating the Uncertain Horizon of Post-Closing Indemnification Claims By David P. Hamm, Jr. Helping sellers navigate the uncertain horizon of post-closing indemnification claims is a crucial part of a deal lawyer’s job on the sell-side of any M&A transaction. According to a relatively recent study by Shareholder Representative Services (the “2013 SRS Study”), approximately 67% of private M&A transactions have “material post-closing issues.”[1]  While post-closing liability exposure is ....
  • Title VII Prohibits Employment Discrimination Based on Sexual Orientation, Says the Seventh Circuit By Erin Kilgore and Scott Huffstetler On April 4, 2017, the Seventh Circuit Court of Appeals ruled that sexual orientation discrimination is prohibited by Title VII of the Civil Rights Act of 1964. As previously noted, there has been much debate among the courts regarding the meaning of the term “sex” under Title VII and... Continue Reading... ....
  • Governor Edwards Proposes Comprehensive Louisiana Tax Reform Package By Jaye A. Calhoun, Jason R. Brown, and William J. Kolarik, II On March 29, 2017, Louisiana Governor John Bel Edwards released the broad outlines of his Louisiana tax reform proposal (the “Tax Reform Proposal”), which he promoted as a comprehensive plan to stabilize Louisiana’s budget and avoid future mid-year budget cuts. The Governor’s plan... Continue Reading... ....