BLT: February 2014

Business & Corporate

Our Mini-Theme: Captive Insurance

Jay Adkisson

In 2002, the IRS made rulings (Rev. Rulings 2002-89, 90, and 91) which were to result in a cataclysmic change to the way U.S. businesses obtain insurance. These 2002 rulings essentially legitimized for tax purposes the concept of the in-house insurance company, commonly referred to as a "captive insurance company."

Business & Corporate

A Growing Multidisciplinary Practice: Captive Insurance and Wealth Planning

Edmond M. Ianni

A multidisciplinary practice has been growing in the converging space of captive insurance and wealth planning. This article portrays this cutting-edge practice, describing captive insurance, how it is being integrated with wealth planning, and how this convergence is benefiting families and businesses throughout the country.

Taxation

Current Tax Issues with Captive Insurance Companies

This article discusses a brief history of captive insurance companies (CIC); requirements for CICs including risk shifting and distribution; and certain IRS CIC enforcement areas including excessive premiums and IRC § 831(b) tax shelter issues.

Business & Corporate

Choice of Domicile in Captive Insurance Planning

This article will focus upon a critical inquiry that is inherent in the captive creation process, which is the choice of the jurisdiction where the captive will be formed and domiciled.

Business & Corporate

Observations on Captive Insurance Companies: 10 Worst and 10 Best Things

Jay Adkisson

A captive insurance company can be a wonderful risk management tool when used correctly – but the difference between a poorly-run captive and a well-run captive is often difficult to discern. Here are 10 bad practices followed by 10 good ones.

Business & Corporate

KEEPING CURRENT: SEC Issues New Guidance on “Bad Actor” Disqualification from Rule 506 Offerings

In December 2013, the SEC Division of Corporation Finance issued new guidance regarding the “bad actor” disqualification provisions of Rules 506(d) and 506(e) through an update to its Securities Act Rules Compliance and Disclosure Interpretations. This article summarizes some of the more significant of these new interpretations.

Business & Corporate

DELAWARE INSIDER: Revisiting MAE/MAC Clauses in M&A after Cooper Tire, Huntsman, and Osram

Lisa R. Stark

Recently decided cases suggest that short, forward-looking elements of the MAE definition in merger agreements merit more attention by deal practitioners.

Business & Corporate

MEMBER SPOTLIGHT: Interview with Harvey Pitt

President George W. Bush named Harvey Pitt as the 26th Chairman of the SEC. Pitt guided the agency amidst the 9/11 tragedy, through the WorldCom and Enron controversies, as well as through the implementation of the Sarbanes Oxley Act of 2002. His remarks presented at the 2014 Midwinter Leadership Meeting on January 18, 2014, are included in this article.

Business & Corporate

Inside Business Law

January and early February saw four great committee meetings: the Consumer Financial Services Committee’s 2014 Winter Meeting, the Cyberspace Law Committee’s Cyberspace Law Institute and Winter Working Meeting, the Derivatives & Futures Law Committee’s Winter Meeting, and the Mergers and Acquisitions Committee’s 2014 Stand Alone Meeting. The meetings provided high-quality CLEs, fantastic round tables, productive subcommittee and task force meetings, and lots of camaraderie.