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.
A new post-trial opinion from the Delaware Superior Court's Complex Commercial Litigation Division warns M&A dealmakers about a drafting trap. The order in which a materiality scrape is applied to an indemnification representation can change what that representation actually requires. A seller may end up liable for conduct far less serious than what it thought it had agreed to cover.
On February 24, 2026, the SEC released a sweeping overhaul of its Enforcement Manual, the internal guide that dictates how the Division of Enforcement conducts an investigation from initial contact through the Wells process and resolution. Manual revisions rarely make news. This one deserves it. Together with the Commission’s March 2025 decision to reclaim control over formal investigative orders, the new Manual changes the practical rules of engagement for any broker-dealer, investment adviser or associated person who receives a call, a letter or a subpoena from the staff. The majority of these changes tilt in favor of the defense, but only for those who recognize the opportunity and act on it.
Who should read this: Registered investment companies and business development companies (BDCs), fund boards and independent directors, fund counsel, chief compliance officers, investment advisers and fund managers, and BDC management teams and boards responsible for governance and compliance oversight.
A contractor wins two awards from the Army. The solicitations arrive on the government’s commercial-items form and say nothing about performance or payment bonds. The contractor agrees to design a laundry facility and build a communications shelter, prices the work as a commercial buy, and signs. A month after award the contracting officer demands bonds the contract never mentioned. Two years of delay and a six-figure dispute follow, over clauses that appear nowhere in the executed agreement. The Federal Circuit held the bonds binding anyway. Because the work was construction, the bonding requirement expressed settled procurement policy and entered the contract by operation of law. [1]
[1]K-Con, Inc. v. Sec’y of the Army, 908 F.3d 719 (Fed. Cir. 2018).
A contractor wins two awards from the Army. The solicitations arrive on the government’s commercial-items form and say nothing about performance or payment bonds. The contractor agrees to design a laundry facility and build a communications shelter, prices the work as a commercial buy, and signs. A month after award the contracting officer demands bonds the contract never mentioned. Two years of delay and a six-figure dispute follow, over clauses that appear nowhere in the executed agreement. The Federal Circuit held the bonds binding anyway. Because the work was construction, the bonding requirement expressed settled procurement policy and entered the contract by operation of law. [1]
[1]K-Con, Inc. v. Sec’y of the Army, 908 F.3d 719 (Fed. Cir. 2018).
Virginia’s 2026 General Assembly session produced significant new legislation reshaping the data center development landscape. Of 61 data center-related bills considered, 15 were sent to Governor Spanberger’s desk and 46 will carry over to 2027. The fate of the state’s marquee data center sales tax exemption remains unresolved. Lawmakers returned to Richmond on April 23 for a special budget session aimed at finalizing the state’s approximately $212 billion two-year spending plan, but the session lasted only a matter of hours before legislators recessed without reaching agreement, a result that laid bare significant rifts among the Democratic majorities. Members departed the Capitol without establishing a firm schedule for resuming negotiations, and the two chambers’ respective budget proposals remain separated by more than $1 billion. At a separate reconvened session on April 22, legislators also declined to adopt a number of the Governor’s proposed amendments to high-profile bills addressing energy policy, marijuana legalization and collective bargaining, further highlighting friction within Virginia’s newly unified Democratic government that could complicate fiscal talks going forward. The constitutional deadline for enacting a budget is June 30, and further negotiations are anticipated. This alert summarizes key legislative outcomes, pending measures and market dynamics that data center developers and operators should factor into their investment decisions.
Virginia’s 2026 General Assembly session produced significant new legislation reshaping the data center development landscape. Of 61 data center-related bills considered, 15 were sent to Governor Spanberger’s desk and 46 will carry over to 2027. The fate of the state’s marquee data center sales tax exemption remains unresolved. Lawmakers returned to Richmond on April 23 for a special budget session aimed at finalizing the state’s approximately $212 billion two-year spending plan, but the session lasted only a matter of hours before legislators recessed without reaching agreement, a result that laid bare significant rifts among the Democratic majorities. Members departed the Capitol without establishing a firm schedule for resuming negotiations, and the two chambers’ respective budget proposals remain separated by more than $1 billion. At a separate reconvened session on April 22, legislators also declined to adopt a number of the Governor’s proposed amendments to high-profile bills addressing energy policy, marijuana legalization and collective bargaining, further highlighting friction within Virginia’s newly unified Democratic government that could complicate fiscal talks going forward. The constitutional deadline for enacting a budget is June 30, and further negotiations are anticipated. This alert summarizes key legislative outcomes, pending measures and market dynamics that data center developers and operators should factor into their investment decisions.
As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.
As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.
On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied a motion by the Federal Trade Commission (“FTC”) to stay a district court ruling which invalidated the agency’s 2025 expanded reporting rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). As a result, the prior, significantly less burdensome HSR Act reporting framework, is immediately reinstated. Consequently, parties should now submit HSR Act filings using the form and instructions that were in place before the 2025 reforms (the “Old Form”), although the FTC has also stated that it will continue to accept filings submitted under the 2025 revised form (the “Revised Form”).
On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied a motion by the Federal Trade Commission (“FTC”) to stay a district court ruling which invalidated the agency’s 2025 expanded reporting rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). As a result, the prior, significantly less burdensome HSR Act reporting framework, is immediately reinstated. Consequently, parties should now submit HSR Act filings using the form and instructions that were in place before the 2025 reforms (the “Old Form”), although the FTC has also stated that it will continue to accept filings submitted under the 2025 revised form (the “Revised Form”).
A force majeure notice arrives from your counterparty citing the Strait of Hormuz crisis, Iranian strikes or related government action. The notice claims performance is impossible and seeks to suspend or terminate obligations. This wave of notices was triggered in earnest by QatarEnergy’s recent declaration of force majeure on multiple long-term LNG supply contracts — a direct consequence of production disruptions and the ongoing closure of the Strait of Hormuz amid the Iran War.
Your first instinct may be to accept it. Resist that instinct. A force majeure notice is an assertion, not a legal determination. Whether it succeeds depends on the contract language, governing law and the invoking party’s compliance with every contractual and legal requirement. Receiving parties who respond strategically often preserve — or even strengthen — their position.
This alert builds on our earlier guidance on potential geopolitical disruptions amid the Iran War and implications for force majeure and performance obligations in contracts, which focused on proactive contract review before a force majeure notice arrives. You can read the prior alert here.
A force majeure notice arrives from your counterparty citing the Strait of Hormuz crisis, Iranian strikes or related government action. The notice claims performance is impossible and seeks to suspend or terminate obligations. This wave of notices was triggered in earnest by QatarEnergy’s recent declaration of force majeure on multiple long-term LNG supply contracts — a direct consequence of production disruptions and the ongoing closure of the Strait of Hormuz amid the Iran War.
Your first instinct may be to accept it. Resist that instinct. A force majeure notice is an assertion, not a legal determination. Whether it succeeds depends on the contract language, governing law and the invoking party’s compliance with every contractual and legal requirement. Receiving parties who respond strategically often preserve — or even strengthen — their position.
This alert builds on our earlier guidance on potential geopolitical disruptions amid the Iran War and implications for force majeure and performance obligations in contracts, which focused on proactive contract review before a force majeure notice arrives. You can read the prior alert here.
New York employers who do not offer a retirement plan are about to face a new compliance obligation. The New York Secure Choice Savings Program requires covered private-sector employers to automatically enroll their employees in a state-facilitated Roth IRA through payroll deduction. With the first compliance deadline arriving on March 16, 2026, employers should assess their obligations now. New York joins a growing list of states that mandate retirement savings plans: California (CalSavers), Colorado (SecureSavings), Connecticut (MyCTSavings), Delaware (Delaware EARNS), Illinois (Secure Choice), Maine (MERIT), Maryland (MarylandSaves), New Jersey (Secure Choice), Oregon (OregonSaves), Vermont (VT Saves), and Virginia (RetirePathVA).
New York employers who do not offer a retirement plan are about to face a new compliance obligation. The New York Secure Choice Savings Program requires covered private-sector employers to automatically enroll their employees in a state-facilitated Roth IRA through payroll deduction. With the first compliance deadline arriving on March 16, 2026, employers should assess their obligations now. New York joins a growing list of states that mandate retirement savings plans: California (CalSavers), Colorado (SecureSavings), Connecticut (MyCTSavings), Delaware (Delaware EARNS), Illinois (Secure Choice), Maine (MERIT), Maryland (MarylandSaves), New Jersey (Secure Choice), Oregon (OregonSaves), Vermont (VT Saves), and Virginia (RetirePathVA).
The Fifth Circuit held that a “limited partner” for purposes of the self-employment tax means a partner in a state law limited partnership who has limited liability.
The court rejected the IRS’s “passive investor” interpretation and instead held that generally, a limited partner with limited liability under state law qualifies for the exclusion from the self-employment tax on the partner’s share of partnership income.
The Fifth Circuit’s decision could lead to a potential circuit split, ultimately setting up the issue for consideration before the Supreme Court.
The Fifth Circuit held that a “limited partner” for purposes of the self-employment tax means a partner in a state law limited partnership who has limited liability.
The court rejected the IRS’s “passive investor” interpretation and instead held that generally, a limited partner with limited liability under state law qualifies for the exclusion from the self-employment tax on the partner’s share of partnership income.
The Fifth Circuit’s decision could lead to a potential circuit split, ultimately setting up the issue for consideration before the Supreme Court.
A coalition of ten Republican state attorneys general recently sent letters to companies participating in plastics-related section 501(c)(3) and section 501(c)(6) organizations, warning that their participation may violate federal and state antitrust and consumer protection laws. This development is part of a broader trend of regulatory agencies and state officials using antitrust scrutiny to target nonprofits and associations for what some view as political reasons. Nonprofits, trade associations and their members should carefully review their involvement in collective industry initiatives and consider seeking legal guidance to navigate this evolving regulatory climate.
A coalition of ten Republican state attorneys general recently sent letters to companies participating in plastics-related section 501(c)(3) and section 501(c)(6) organizations, warning that their participation may violate federal and state antitrust and consumer protection laws. This development is part of a broader trend of regulatory agencies and state officials using antitrust scrutiny to target nonprofits and associations for what some view as political reasons. Nonprofits, trade associations and their members should carefully review their involvement in collective industry initiatives and consider seeking legal guidance to navigate this evolving regulatory climate.
Federal court vacates Biden-era HSR Act reforms: A judge struck down the October 2024 Hart-Scott-Rodino Antitrust Improvements Act reporting overhaul, calling it “arbitrary and capricious,” but stayed the ruling through February 19, 2026 to allow an appeal.
2026 HSR filing and other dollar thresholds increase: The minimum “size-of-transaction” threshold rises to $133.9 million effective February 17, 2026, potentially reducing filing obligations for some deals.
Filing fees adjusted upward: New multi-tiered HSR fees take effect February 17, 2026, with transactions under $189.6 million subject to a $35,000 filing fee and filing fees for mega-deals ($5.869 billion+) reaching $2.46 million.
Prohibited interlocking directorate thresholds also rise: Updated Clayton Act Section 8 thresholds affect service as an officer or director of competing companies amid heightened enforcement.
Advance planning & compliance strategy for deal makers remains critical: Despite regulatory uncertainty and shifting enforcement priorities at the FTC and DOJ, careful advance antitrust planning remains essential for parties to mergers, acquisitions and other HSR reportable events.
Federal court vacates Biden-era HSR Act reforms: A judge struck down the October 2024 Hart-Scott-Rodino Antitrust Improvements Act reporting overhaul, calling it “arbitrary and capricious,” but stayed the ruling through February 19, 2026 to allow an appeal.
2026 HSR filing and other dollar thresholds increase: The minimum “size-of-transaction” threshold rises to $133.9 million effective February 17, 2026, potentially reducing filing obligations for some deals.
Filing fees adjusted upward: New multi-tiered HSR fees take effect February 17, 2026, with transactions under $189.6 million subject to a $35,000 filing fee and filing fees for mega-deals ($5.869 billion+) reaching $2.46 million.
Prohibited interlocking directorate thresholds also rise: Updated Clayton Act Section 8 thresholds affect service as an officer or director of competing companies amid heightened enforcement.
Advance planning & compliance strategy for deal makers remains critical: Despite regulatory uncertainty and shifting enforcement priorities at the FTC and DOJ, careful advance antitrust planning remains essential for parties to mergers, acquisitions and other HSR reportable events.
In a recent article in Deal Points, the newsletter of the ABA Business Law Section’s Mergers and Acquisitions subcommittee, Whiteford’s Clare Lewis and Charles McCarthy examine the growing influence of independent sponsors and searchers in today's competitive private equity landscape. As billions of private equity dollars chase increasingly scarce opportunities, these entrepreneurial dealmakers are proving that relationships – not capital – are the true currency of successful acquisitions.
In a recent article in Deal Points, the newsletter of the ABA Business Law Section’s Mergers and Acquisitions subcommittee, Whiteford’s Clare Lewis and Charles McCarthy examine the growing influence of independent sponsors and searchers in today's competitive private equity landscape. As billions of private equity dollars chase increasingly scarce opportunities, these entrepreneurial dealmakers are proving that relationships – not capital – are the true currency of successful acquisitions.
Tax Deferral Benefits: Section 1031 allows deferral of capital gains income taxes when exchanging interests in real estate, provided the properties are “like kind” and both held for investment or productive use.
Real Property Requirement: Since 2017, only interests in real property qualify for 1031 exchanges; personal property does not.
Handling Proceeds: Careful management of exchange proceeds is crucial to avoid taxable gains, especially concerning "boot" and debt discrepancies.
Strict Timing Rules: Delayed exchanges must adhere to 45-day identification and 180-day closing deadlines.
Role of Qualified Intermediaries: To prevent constructive receipt of proceeds, a qualified intermediary must manage the funds.
Legal Guidance: Recent cases emphasize the importance of meeting deadlines and proper documentation to secure tax deferral benefits.
Tax Deferral Benefits: Section 1031 allows deferral of capital gains income taxes when exchanging interests in real estate, provided the properties are “like kind” and both held for investment or productive use.
Real Property Requirement: Since 2017, only interests in real property qualify for 1031 exchanges; personal property does not.
Handling Proceeds: Careful management of exchange proceeds is crucial to avoid taxable gains, especially concerning "boot" and debt discrepancies.
Strict Timing Rules: Delayed exchanges must adhere to 45-day identification and 180-day closing deadlines.
Role of Qualified Intermediaries: To prevent constructive receipt of proceeds, a qualified intermediary must manage the funds.
Legal Guidance: Recent cases emphasize the importance of meeting deadlines and proper documentation to secure tax deferral benefits.
The Paycheck Protection Program was a lifeline for small businesses struggling to keep their employees paid during the COVID-19 pandemic. But for business owners who failed to include all applicable employees in their size determination for First Draw and Second Draw PPP Loan applications, the PPP lifeline that once saved their business could turn into a costly federal False Claims Act investigation.
The Paycheck Protection Program was a lifeline for small businesses struggling to keep their employees paid during the COVID-19 pandemic. But for business owners who failed to include all applicable employees in their size determination for First Draw and Second Draw PPP Loan applications, the PPP lifeline that once saved their business could turn into a costly federal False Claims Act investigation.
The New York Limited Liability Company Transparency Act (“NY LLCTA”), which was modeled after the Corporate Transparency Act (“CTA”), is set to take effect on January 1, 2026. The NY LLCTA, originally signed into law on December 23, 2023, and amended on March 1, 2024, imposes new reporting obligations on certain LLCs. If you own, manage, control, or plan to form a limited liability company either in New York or registered to do business as a foreign LLC in New York, this legislation will create reporting obligations about who owns and controls your company. LLCs formed or registered on or after January 1, 2026, must file a Beneficial Ownership Information (“BOI”) report or attestation of exemption within 30 days of formation or registration. LLCs formed or registered before January 1, 2026, have until January 1, 2027, to submit their initial filing with the New York Department of State (“NYDOS”).
The New York Limited Liability Company Transparency Act (“NY LLCTA”), which was modeled after the Corporate Transparency Act (“CTA”), is set to take effect on January 1, 2026. The NY LLCTA, originally signed into law on December 23, 2023, and amended on March 1, 2024, imposes new reporting obligations on certain LLCs. If you own, manage, control, or plan to form a limited liability company either in New York or registered to do business as a foreign LLC in New York, this legislation will create reporting obligations about who owns and controls your company. LLCs formed or registered on or after January 1, 2026, must file a Beneficial Ownership Information (“BOI”) report or attestation of exemption within 30 days of formation or registration. LLCs formed or registered before January 1, 2026, have until January 1, 2027, to submit their initial filing with the New York Department of State (“NYDOS”).
The Virginia Court of Appeals has reversed a 2024 Arlington Circuit Court ruling that struck down Arlington County’s 2023 “Expanded Housing Option” (EHO) zoning amendment and enjoined the County from issuing permits under it. In a September 5 memorandum order, a three-judge panel held that the circuit court erred when it refused to let developer Wilsons Ventures LLC intervene in the residents’ challenge to the EHO. The panel remanded the case so Wilsons Ventures can be added as a party and participate in further proceedings.
The Virginia Court of Appeals has reversed a 2024 Arlington Circuit Court ruling that struck down Arlington County’s 2023 “Expanded Housing Option” (EHO) zoning amendment and enjoined the County from issuing permits under it. In a September 5 memorandum order, a three-judge panel held that the circuit court erred when it refused to let developer Wilsons Ventures LLC intervene in the residents’ challenge to the EHO. The panel remanded the case so Wilsons Ventures can be added as a party and participate in further proceedings.
Do you have clients that are classified as small businesses? Small business classifications are determined by the SBA under what are called “North American Industry Classification System (NAICS) codes.” The first two numerical digits describe the overall industry, and the succeeding numbers in the code break down the business industry more specifically. The size standards represent “caps” on each industry, which cannot be exceeded if the business is to be categorized as “small.” The size standard is the average of the previous five full years that an entity has been in business.
Do you have clients that are classified as small businesses? Small business classifications are determined by the SBA under what are called “North American Industry Classification System (NAICS) codes.” The first two numerical digits describe the overall industry, and the succeeding numbers in the code break down the business industry more specifically. The size standards represent “caps” on each industry, which cannot be exceeded if the business is to be categorized as “small.” The size standard is the average of the previous five full years that an entity has been in business.
Nonprofits are experiencing funding challenges and scrambling to fund their missions. While termination of nonprofits’ federal funding has garnered a lot of attention recently, yet another funding challenge arose this week. Charities participating in the Combined Federal Campaign (“CFC”) now face a new funding shutoff created by the Trump Administration’s pause of the annual charitable fundraising program.
Nonprofits are experiencing funding challenges and scrambling to fund their missions. While termination of nonprofits’ federal funding has garnered a lot of attention recently, yet another funding challenge arose this week. Charities participating in the Combined Federal Campaign (“CFC”) now face a new funding shutoff created by the Trump Administration’s pause of the annual charitable fundraising program.
Florida’s recent amendments to its Charitable Solicitation Act are getting a lot of attention – and for good reason – charitable fundraising just got even harder. But Florida’s efforts to combat foreign influence should attract the nonprofit sector’s attention for another reason. Florida’s unique approach may be a sign of what is to come as state efforts to regulate foreign influence of nonprofits ramp up, creating a national minefield.
Florida’s recent amendments to its Charitable Solicitation Act are getting a lot of attention – and for good reason – charitable fundraising just got even harder. But Florida’s efforts to combat foreign influence should attract the nonprofit sector’s attention for another reason. Florida’s unique approach may be a sign of what is to come as state efforts to regulate foreign influence of nonprofits ramp up, creating a national minefield.
In a prior article, we covered one of the two forms of reverse diligence in private company M&A – specifically, the diligence that a Seller should conduct to vet a bidder before committing to a deal in an LOI or otherwise. This form of reverse diligence consists of the Seller receiving answers to the right questions to ensure that their goals align with the bidder’s priorities and so the Seller can assess the bidder’s financial strength, deal-closing ability and overall suitability as a Buyer.
In a prior article, we covered one of the two forms of reverse diligence in private company M&A – specifically, the diligence that a Seller should conduct to vet a bidder before committing to a deal in an LOI or otherwise. This form of reverse diligence consists of the Seller receiving answers to the right questions to ensure that their goals align with the bidder’s priorities and so the Seller can assess the bidder’s financial strength, deal-closing ability and overall suitability as a Buyer.
On August 5, 2025, the Virginia Court of Appeals addressed the finality of court orders and the limits of its appellate jurisdiction. While the decision was made in the context of a Virginia Freedom of Information Act (“VFOIA”) dispute, it has broader application, especially to those cases in which attorney fees are sought.
On August 5, 2025, the Virginia Court of Appeals addressed the finality of court orders and the limits of its appellate jurisdiction. While the decision was made in the context of a Virginia Freedom of Information Act (“VFOIA”) dispute, it has broader application, especially to those cases in which attorney fees are sought.
Imagine a small, fast-growing tech company preparing to go public in 2025. The leadership team, relying on practices that were standard just a few years ago, drafts generic risk disclosures, leans on flexible governance structures, and assumes that their marketing materials and internal controls will pass muster as they always have. Confident, they proceed only to find themselves facing unexpected SEC scrutiny, delayed approvals, and personal liability risks for their executives and advisors.
Imagine a small, fast-growing tech company preparing to go public in 2025. The leadership team, relying on practices that were standard just a few years ago, drafts generic risk disclosures, leans on flexible governance structures, and assumes that their marketing materials and internal controls will pass muster as they always have. Confident, they proceed only to find themselves facing unexpected SEC scrutiny, delayed approvals, and personal liability risks for their executives and advisors.
On July 22, 2025, the Virginia Court of Appeals issued a published order in Sisco v. Holtzman, Rec. No. 024025, clarifying the rules for assignments of error in appellate proceedings. Assignments matter. The Court of Appeals cannot reverse rulings that are not assigned as error. See Rule 5A:20(c)(1) (“Only assignments of error listed . . . will be noticed by this Court.”).
On July 22, 2025, the Virginia Court of Appeals issued a published order in Sisco v. Holtzman, Rec. No. 024025, clarifying the rules for assignments of error in appellate proceedings. Assignments matter. The Court of Appeals cannot reverse rulings that are not assigned as error. See Rule 5A:20(c)(1) (“Only assignments of error listed . . . will be noticed by this Court.”).
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore over the materials and come to the table armed with a long list of due diligence follow-ups and other questions. Yet, in the grand sweep (and sometimes diligence fog) of an M&A deal, Sellers often overlook the critical importance of proactively asking and receiving answers to their own questions. Before committing to a specific bidder through a Letter of Intent or other exclusivity arrangement, Sellers should receive answers to the right questions to ensure that their goals align with the Buyer’s priorities.
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore over the materials and come to the table armed with a long list of due diligence follow-ups and other questions. Yet, in the grand sweep (and sometimes diligence fog) of an M&A deal, Sellers often overlook the critical importance of proactively asking and receiving answers to their own questions. Before committing to a specific bidder through a Letter of Intent or other exclusivity arrangement, Sellers should receive answers to the right questions to ensure that their goals align with the Buyer’s priorities.
The United States Department of Justice (“DOJ”) has intensified civil fraud investigations aimed at borrowers who obtained Paycheck Protection Program (“PPP”) loans despite falling outside the class of entities Congress meant to assist. Many non-profit organizations are alleged to have falsely certified PPP eligibility and, as a result, face treble-damages liability under the federal False Claims Act (“FCA”) as well as potential criminal exposure for wire- and mail-fraud. The DOJ’s focus on pandemic relief fraud is part of a broader government initiative to recover misallocated federal funds and deter future misconduct. This situation is a reminder that every organization that received—or is contemplating forgiveness of—a PPP loan should reassess its eligibility and the accuracy of the certifications it made to the Small Business Administration (“SBA”).
The United States Department of Justice (“DOJ”) has intensified civil fraud investigations aimed at borrowers who obtained Paycheck Protection Program (“PPP”) loans despite falling outside the class of entities Congress meant to assist. Many non-profit organizations are alleged to have falsely certified PPP eligibility and, as a result, face treble-damages liability under the federal False Claims Act (“FCA”) as well as potential criminal exposure for wire- and mail-fraud. The DOJ’s focus on pandemic relief fraud is part of a broader government initiative to recover misallocated federal funds and deter future misconduct. This situation is a reminder that every organization that received—or is contemplating forgiveness of—a PPP loan should reassess its eligibility and the accuracy of the certifications it made to the Small Business Administration (“SBA”).
On April 22, 2025, the U.S. Small Business Administration (“SBA”) released Information Notice 5000-866746, announcing the issuance of SOP 50 10 8 (“SOP”) (found here), which introduces significant changes to the SBA 7(a) loan program. Effective June 1, 2025, these revisions largely reinstate pre-2021 underwriting criteria by adjusting loan size limits, clarifying eligibility requirements, and restoring several longstanding SBA policies.
On April 22, 2025, the U.S. Small Business Administration (“SBA”) released Information Notice 5000-866746, announcing the issuance of SOP 50 10 8 (“SOP”) (found here), which introduces significant changes to the SBA 7(a) loan program. Effective June 1, 2025, these revisions largely reinstate pre-2021 underwriting criteria by adjusting loan size limits, clarifying eligibility requirements, and restoring several longstanding SBA policies.
Recent legal and policy developments continue to shape the landscape for “Missing Middle” housing initiatives, impacting developers, municipalities, and communities alike. The original alert reporting on the "Missing Middle" can be found by clicking here.
Recent legal and policy developments continue to shape the landscape for “Missing Middle” housing initiatives, impacting developers, municipalities, and communities alike. The original alert reporting on the "Missing Middle" can be found by clicking here.
On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury, issued an interim final rule (the “Interim Rule”) under the Corporate Transparency Act (“CTA”) whereby it (i) significantly revised the statutory definition of “reporting company”, (ii) exempts domestic entities from beneficial ownership reporting requirements, (iii) limits the scope of the CTA to non-U.S. persons, i.e., entities formed under the laws of a foreign country and that are registered to do business in any state or tribal jurisdiction in the United States, and (iv) adds an exemption from reporting, as discussed below, by moving the term “domestic reporting company” to a new exemption.
On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury, issued an interim final rule (the “Interim Rule”) under the Corporate Transparency Act (“CTA”) whereby it (i) significantly revised the statutory definition of “reporting company”, (ii) exempts domestic entities from beneficial ownership reporting requirements, (iii) limits the scope of the CTA to non-U.S. persons, i.e., entities formed under the laws of a foreign country and that are registered to do business in any state or tribal jurisdiction in the United States, and (iv) adds an exemption from reporting, as discussed below, by moving the term “domestic reporting company” to a new exemption.
On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule 506(c) of the Securities Act of 1933.
On March 12, 2025, the staff of the SEC’s Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying “accredited investor” status under Rule 506(c) of the Securities Act of 1933.
As private equity leaders and their in-house counsel gear up for the anticipated surge in IPOs in 2025, the importance of thorough labor and employment law due diligence cannot be overstated. With the IPO market poised for a significant rebound, the stakes have never been higher. This article delves into why labor and employment law due diligence is critical before going public and highlights emerging trends that could impact legal risks.
As private equity leaders and their in-house counsel gear up for the anticipated surge in IPOs in 2025, the importance of thorough labor and employment law due diligence cannot be overstated. With the IPO market poised for a significant rebound, the stakes have never been higher. This article delves into why labor and employment law due diligence is critical before going public and highlights emerging trends that could impact legal risks.
On March 2, 2025, the U.S. Department of the Treasury (“Treasury”) announced that it will not impose penalties, fines, or pursue enforcement actions against U.S. companies, citizens, or their beneficial owners for failing to file beneficial ownership information (“BOI”) reports, pursuant to the Beneficial Ownership Information Reporting Requirements final rule (31 C.F.R. 1010.380) (the “Reporting Rule”), the Corporate Transparency Act (“CTA”) (31 U.S.C. § 5336), even after any forthcoming deadline extensions or changes to the Reporting Rule. Treasury’s announcement follows earlier guidance from the Financial Crimes Enforcement Network (FinCEN) (the Treasury bureau responsible for enforcing the CTA)—which suspended enforcement of the March 21, 2025, filing deadline.
On March 2, 2025, the U.S. Department of the Treasury (“Treasury”) announced that it will not impose penalties, fines, or pursue enforcement actions against U.S. companies, citizens, or their beneficial owners for failing to file beneficial ownership information (“BOI”) reports, pursuant to the Beneficial Ownership Information Reporting Requirements final rule (31 C.F.R. 1010.380) (the “Reporting Rule”), the Corporate Transparency Act (“CTA”) (31 U.S.C. § 5336), even after any forthcoming deadline extensions or changes to the Reporting Rule. Treasury’s announcement follows earlier guidance from the Financial Crimes Enforcement Network (FinCEN) (the Treasury bureau responsible for enforcing the CTA)—which suspended enforcement of the March 21, 2025, filing deadline.
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the economic fallout from COVID, the private M&A market has recently seen a noticeable rise in the use of earnouts as a risk allocation device.
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the economic fallout from COVID, the private M&A market has recently seen a noticeable rise in the use of earnouts as a risk allocation device.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in Smith, the CTA’s implementation remained blocked nationwide until now.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in Smith, the CTA’s implementation remained blocked nationwide until now.
The Federal Trade Commission, the agency that administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced the annual adjustments to its coverage, filing fee, and other dollar-denominated thresholds. The HSR Act applies to mergers, asset, and stock acquisitions and other transactions that satisfy specified “size-of-transaction” and “size-of-person” dollar thresholds. If triggered, the HSR Act requires parties to a proposed transaction to make pre-closing filings with both the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) and provide detailed information about the transaction. The HSR Act’s jurisdictional dollar thresholds change from year to year, based on changes in the U.S. gross national product for the government’s fiscal year ending September 30. The 2025 revisions have been published in the Federal Register and become effective without further action on February 21, 2025. The new thresholds will remain in effect until the next annual adjustment, which is expected early next year.
The Federal Trade Commission, the agency that administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced the annual adjustments to its coverage, filing fee, and other dollar-denominated thresholds. The HSR Act applies to mergers, asset, and stock acquisitions and other transactions that satisfy specified “size-of-transaction” and “size-of-person” dollar thresholds. If triggered, the HSR Act requires parties to a proposed transaction to make pre-closing filings with both the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) and provide detailed information about the transaction. The HSR Act’s jurisdictional dollar thresholds change from year to year, based on changes in the U.S. gross national product for the government’s fiscal year ending September 30. The 2025 revisions have been published in the Federal Register and become effective without further action on February 21, 2025. The new thresholds will remain in effect until the next annual adjustment, which is expected early next year.
On January 23, 2025, the Fourth Circuit upheld an Advisory Opinion issued by the Office of the Inspector General for the Department of Health and Human Services (“OIG”) that found a proposed drug subsidization program could violate the Anti-Kickback Statute.
On January 23, 2025, the Fourth Circuit upheld an Advisory Opinion issued by the Office of the Inspector General for the Department of Health and Human Services (“OIG”) that found a proposed drug subsidization program could violate the Anti-Kickback Statute.
On December 17, 2024, the U.S. Small Business Administration (“SBA”) issued a Final Rule (“Rule") that will dramatically change the landscape for the Merger and Acquisition (“M&A”) market for both large and small businesses. Under the new Rule, an acquiring firm will no longer be eligible to bid on set-aside or reserved orders under a Multiple Award Contract (MAC) if, following a merger, acquisition, or sale, the acquired firm makes a disqualifying recertification (“no longer small”). Currently, a concern remains eligible to bid set-aside or reserved orders under a MAC after the M&A deal, but the agency cannot count the orders toward its small business goals. The new Rule, which goes into effect on January 17, 2026, is expected to spur an increased level of M&A during 2025.
On December 17, 2024, the U.S. Small Business Administration (“SBA”) issued a Final Rule (“Rule") that will dramatically change the landscape for the Merger and Acquisition (“M&A”) market for both large and small businesses. Under the new Rule, an acquiring firm will no longer be eligible to bid on set-aside or reserved orders under a Multiple Award Contract (MAC) if, following a merger, acquisition, or sale, the acquired firm makes a disqualifying recertification (“no longer small”). Currently, a concern remains eligible to bid set-aside or reserved orders under a MAC after the M&A deal, but the agency cannot count the orders toward its small business goals. The new Rule, which goes into effect on January 17, 2026, is expected to spur an increased level of M&A during 2025.
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
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.”
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.
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.
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.
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).
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.
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?
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.
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.
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.
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.
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.”
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 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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
WTP's George Lawler and Penny Somer-Grief of Ober Kaler are the panelists for this update on securities law, offered as part of the MSBA's Business Section Council 2015 Business Law Institute.
WTP's George Lawler and Penny Somer-Grief of Ober Kaler are the panelists for this update on securities law, offered as part of the MSBA's Business Section Council 2015 Business Law Institute.
Eric Vendt will be moderating a panel at the ABA Business Law Section meetings in San Francisco on capital raising entitled, "Anatomy of a Middle-Market Capital Raise."
Eric Vendt will be moderating a panel at the ABA Business Law Section meetings in San Francisco on capital raising entitled, "Anatomy of a Middle-Market Capital Raise."
CohnReznick presents its Fourth Annual Liquidity and Capital Raising National Forum. The 2014 Forum will take place on Wednesday, November 5, 2014 at the Four Seasons Baltimore.
CohnReznick presents its Fourth Annual Liquidity and Capital Raising National Forum. The 2014 Forum will take place on Wednesday, November 5, 2014 at the Four Seasons Baltimore.
This trade show is hosted by the Maryland, Howard, Greater Catonsville, Baltimore City and County Chambers of Commerce and the Hunt Valley Business Forum.
This trade show is hosted by the Maryland, Howard, Greater Catonsville, Baltimore City and County Chambers of Commerce and the Hunt Valley Business Forum.
The Business Exit Forum, the region’s premier non-profit institution dedicated to educating business owners and their executive teams on matters of business growth and transition, is offering an exciting and informative educational event for business owners on the topic of "Closing the Personal Value Gap."
The Business Exit Forum, the region’s premier non-profit institution dedicated to educating business owners and their executive teams on matters of business growth and transition, is offering an exciting and informative educational event for business owners on the topic of "Closing the Personal Value Gap."
This event, part of the Business Exit Forum's CEO Educational Series will feature Edwin Miller and a panel of experts, including WTP's Deborah Diehl, on the topic of value growth and exit planning for early stage and growing, closely held companies.
This event, part of the Business Exit Forum's CEO Educational Series will feature Edwin Miller and a panel of experts, including WTP's Deborah Diehl, on the topic of value growth and exit planning for early stage and growing, closely held companies.
As part of the Business Exit Forum's CEO Educational Event Series "Profiles In Growth," keynote speaker Murray Berstein and panelists Mo Jishi (M & T Bank), John Starling (Smith Growth Partners), and Eva Hill (Whiteford Taylor Preston) will address the needs for family businesses to manage transition and succession.
As part of the Business Exit Forum's CEO Educational Event Series "Profiles In Growth," keynote speaker Murray Berstein and panelists Mo Jishi (M & T Bank), John Starling (Smith Growth Partners), and Eva Hill (Whiteford Taylor Preston) will address the needs for family businesses to manage transition and succession.
This all-day conference, hosted by Westfield Insurance, focuses on investment issues. Speakers include representatives from UBS, BMO Capital Markets, Morgan Stanley, Goldman Sachs, and Cornerstone Analytics, as well as D. Scott Freed, a senior partner in WTP's corporate practice.
This all-day conference, hosted by Westfield Insurance, focuses on investment issues. Speakers include representatives from UBS, BMO Capital Markets, Morgan Stanley, Goldman Sachs, and Cornerstone Analytics, as well as D. Scott Freed, a senior partner in WTP's corporate practice.
This program, part of an afternoon series hosted by the MSBA's Business Law Institute, will focus on the Jumpstart Our Business Startups Act (JOBS Act) recently enacted by Congress and signed into law in 2012. The panel will discuss crowdfunded securities offerings and the impact of the JOBS Act on internet solicitations. In addition, the presenters will consider new regulations proposed by the Securities and Exchange Commission (SEC) aimed at eliminating prohibitions on general solicitation and advertising in private placement offerings to accredited investors.
This program, part of an afternoon series hosted by the MSBA's Business Law Institute, will focus on the Jumpstart Our Business Startups Act (JOBS Act) recently enacted by Congress and signed into law in 2012. The panel will discuss crowdfunded securities offerings and the impact of the JOBS Act on internet solicitations. In addition, the presenters will consider new regulations proposed by the Securities and Exchange Commission (SEC) aimed at eliminating prohibitions on general solicitation and advertising in private placement offerings to accredited investors.
The Daily Record's Most Admired CEOs identifies Maryland business executives for the tremendous accomplishments they have made so far in their career. They have been judged on professional experience, community involvement and a commitment to inspiring change.
The Daily Record's Most Admired CEOs identifies Maryland business executives for the tremendous accomplishments they have made so far in their career. They have been judged on professional experience, community involvement and a commitment to inspiring change.
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.
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.
Learn to identify and de-fang the "business killers" -- common mistakes that can devastate the value of your hard-working investment in your company. This workshop will not have the typical boring slides and long speeches. Instead, it will feature a series of six short dramatic videos that illustrate the possible consequences of failing to recognize these mistakes, followed by suggestions on how to avoid them.
Learn to identify and de-fang the "business killers" -- common mistakes that can devastate the value of your hard-working investment in your company. This workshop will not have the typical boring slides and long speeches. Instead, it will feature a series of six short dramatic videos that illustrate the possible consequences of failing to recognize these mistakes, followed by suggestions on how to avoid them.
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 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.
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.
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.
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.
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 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.
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.
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.
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 this 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 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.
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.
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.
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 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.
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.
87 lawyers from Whiteford have been selected by their peers for inclusion in The Best Lawyers in America® 2027. The attorneys selected are based in the firm’s Delaware, Florida, Kentucky, Maryland, New York, Virginia and Washington, DC offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
Whiteford is pleased to announce that Owen P. McEvoy has joined the firm as a Partner in Baltimore. Having served three governors and a county executive, he brings more than 13 years of experience in state and local government.
Whiteford is pleased to announce that Owen P. McEvoy has joined the firm as a Partner in Baltimore. Having served three governors and a county executive, he brings more than 13 years of experience in state and local government.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2026 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in 16 practice areas at the National and State level.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2026 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in 16 practice areas at the National and State level.
Whiteford is pleased to announce that bond finance attorney Robert D. Poyer has joined the firm’s Corporate & Securities practice as a Partner in New York.
Whiteford is pleased to announce that bond finance attorney Robert D. Poyer has joined the firm’s Corporate & Securities practice as a Partner in New York.
The Daily Record has named Sean Trice a recipient of its 2026 Leaders in Law award. The Leadership in Law honorees are attorneys and judges who demonstrate outstanding dedication to the legal profession and a strong commitment to serving their communities.
The Daily Record has named Sean Trice a recipient of its 2026 Leaders in Law award. The Leadership in Law honorees are attorneys and judges who demonstrate outstanding dedication to the legal profession and a strong commitment to serving their communities.
Whiteford is pleased to welcome Joseph K. Jones and Benjamin J. Wolf to the firm in New York as Senior Counsel and Counsel, respectively. In joining the firm, they will also open a Whiteford location in New Jersey in the coming months.
Whiteford is pleased to welcome Joseph K. Jones and Benjamin J. Wolf to the firm in New York as Senior Counsel and Counsel, respectively. In joining the firm, they will also open a Whiteford location in New Jersey in the coming months.
Eric Atkinson represents healthcare providers in regulatory, civil and criminal litigation, with a particular focus on Medicare and Medicaid fraud and abuse.
Eric Atkinson represents healthcare providers in regulatory, civil and criminal litigation, with a particular focus on Medicare and Medicaid fraud and abuse.
As Co-Chair of Whiteford's Corporate & Securities Law Section, Dale Mullen leads a team that includes former attorneys general, Special Assistant United States Attorneys, regulatory board veterans and federal law clerks.
As Co-Chair of Whiteford's Corporate & Securities Law Section, Dale Mullen leads a team that includes former attorneys general, Special Assistant United States Attorneys, regulatory board veterans and federal law clerks.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty of the firm’s practices are ranked in Virginia.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty of the firm’s practices are ranked in Virginia.
83 lawyers from Whiteford have been selected by their peers for inclusion in The Best Lawyers in America® 2026. The lawyers selected are based in the firm’s Delaware, Florida, Kentucky, Maryland, New York, Virginia and Washington, DC offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
83 lawyers from Whiteford have been selected by their peers for inclusion in The Best Lawyers in America® 2026. The lawyers selected are based in the firm’s Delaware, Florida, Kentucky, Maryland, New York, Virginia and Washington, DC offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
The Daily Record has named Whiteford Managing Partner Martin Fletcher to its Power 100 List for 2025. The Daily Record’s Power 100 List recognizes significant and respected leaders in Maryland’s business and legal communities who are leading key organizations, creating change, impacting the community and engaging others to succeed.
The Daily Record has named Whiteford Managing Partner Martin Fletcher to its Power 100 List for 2025. The Daily Record’s Power 100 List recognizes significant and respected leaders in Maryland’s business and legal communities who are leading key organizations, creating change, impacting the community and engaging others to succeed.
Whiteford has announced that Clare Lewis has joined the firm as a Partner in Richmond. Ms. Lewis represents independent sponsors, private equity and venture capital fund investors, and emerging growth and middle market companies on mergers and acquisitions, equity financings, corporate governance, fund formations and other matters.
Whiteford has announced that Clare Lewis has joined the firm as a Partner in Richmond. Ms. Lewis represents independent sponsors, private equity and venture capital fund investors, and emerging growth and middle market companies on mergers and acquisitions, equity financings, corporate governance, fund formations and other matters.
Whiteford announced today that Danila Duo' has joined the firm as a Partner in New York. An experienced international business and corporate lawyer, Ms. Duo' is the most recent addition to a New York office that has seen significant recent expansion. She will co-head the firm’s International Practice with Enayat Qasimi in Washington, DC.
Whiteford announced today that Danila Duo' has joined the firm as a Partner in New York. An experienced international business and corporate lawyer, Ms. Duo' is the most recent addition to a New York office that has seen significant recent expansion. She will co-head the firm’s International Practice with Enayat Qasimi in Washington, DC.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2025 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in a record 15 practice areas at the National and State level.
Whiteford is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2025 list of leading firms and business lawyers. This year’s recognition includes 31 attorneys in a record 15 practice areas at the National and State level.
Whiteford announced today that Jordan D. Kanfer has joined the firm as a Partner in New York. Mr. Kanfer brings a wealth of legal and leadership experience in the technology and telecommunications sectors.
Whiteford announced today that Jordan D. Kanfer has joined the firm as a Partner in New York. Mr. Kanfer brings a wealth of legal and leadership experience in the technology and telecommunications sectors.
Whiteford is pleased to announce that Heidi Abegg has joined the firm as a Partner in Washington. Ms. Abegg brings over twenty years of experience in political law, lobbying compliance, government ethics, campaign finance and nonprofit law at the state and federal levels.
Whiteford is pleased to announce that Heidi Abegg has joined the firm as a Partner in Washington. Ms. Abegg brings over twenty years of experience in political law, lobbying compliance, government ethics, campaign finance and nonprofit law at the state and federal levels.
The Daily Record has selected Sean Trice as a 2025 Business Law Power List recipient. The Power List recognizes attorneys who are among the most influential and respected practitioners in the business law sector in Maryland.
The Daily Record has selected Sean Trice as a 2025 Business Law Power List recipient. The Power List recognizes attorneys who are among the most influential and respected practitioners in the business law sector in Maryland.
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.
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.
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 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 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.
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.
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 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.
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.
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 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 & 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.
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.
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 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 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 & 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.
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.
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 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 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 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.
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.
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 & 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 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 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 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.
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.
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 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 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 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 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.
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.
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 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.
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.
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 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.
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.
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 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 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 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.
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.
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 (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 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 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.
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.
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.
