BLT: August 2015

Taxation

The Tax Investigation of Small Captives and Their Providers: Where is it Going?

Jay Adkisson

American businesses are increasingly using captive insurance companies to underwrite their insurance needs, and then having the captives acquire excess or catastrophic coverage. Upwards of 75 percent of new captives formed after 2005 were simply tax shelters where mere lip service was given to the captive's insurance function. Now, the IRS and U.S. Senate Finance Committee are being compelled to act.

Business & Corporate

Confidentiality Issues Arising Under Section 363 of the Bankruptcy Code

Daniel A. Zazove

This article describes the techniques often used to reconcile two disparate goals in a going-concern sale of a debtor’s business under Section 363 of the Bankruptcy Code: the need to provide adequate information for potential purchasers and the need to protect the winning bidder from other potential purchasers' misuse of the confidential portions of that information.

Business & Corporate

A Brief Overview of Corporate Defensive Measures

This article presents a brief overview of various defensive measures that have been the subject of litigation in the Delaware courts in recent years, highlighting certain key issues on which practitioners should be focused when reviewing a corporation’s defensive profile.

Business & Corporate

Surprise in the Package Deal with Iran

Roland L. Trope

This article gives an early and important “heads up” to parties engaged in corporate, commercial, or financial transactions that involve a number of decisions, negotiations, or preliminary actions that U.S. persons might be drawn to conduct with parties in Iran well in advance the significant event dates described below. Those actions need to be thought out far in advance, for they may trigger violations of the applicable Iranian sanctions and incur substantial penalties.

Business & Corporate

KEEPING CURRENT: Delaware Passes Legislation Prohibiting Fee-Shifting Bylaws and Validating Exclusive Forum Selection Bylaws for Stock Corporations

The Delaware General Assembly recently approved a bill that amends the Delaware General Corporation Law (DGCL) and, on June 24, 2015, Delaware Governor Jack Markell signed the bill into law. The DGCL amendments, among other things, prohibit fee-shifting provisions related to “internal corporate claims” in the charters and bylaws of Delaware stock corporations, and statutorily validate charter and bylaw provisions that require any or all “internal corporate claims” to be brought solely and exclusively in any or all of the Delaware state and federal courts. The amendments became effective on August 1, 2015.

Business & Corporate

DELAWARE INSIDER: Lessons Learned From In re: El Paso Pipeline Partners, L.P. Derivative Litigation

Tarik J. Haskins

The recent decision by the Delaware Court of Chancery in In re: El Paso Pipeline Partners, L.P. Derivative Litigation offers practical lessons for those advising master limited partnerships, or other alternative entities and their sponsors. This article will first describe the El Paso opinion and then provide three practical lessons to take away from the decision.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Maury Poscover

If you were to name a consistent theme in Maury Poscover’s life and career, it would be giving back – to the legal profession and to the community. He has held numerous leadership positions with the ABA, been very involved with his alma mater, Washington University School of Law, coached his sons’ Little League baseball teams for 10 years, and served as chair of his law firm, Husch Blackwell. “If at the end of 10 years, you’re a very good lawyer, making a very nice living and technically competent, you may be happy,” he said. “But if you commit in some way to giving something back to the profession and the community, you’re going to be happier, and long term, more successful.”

Business & Corporate

Inside Business Law

This month’s “Inside Business Law” highlights the work of the Section’s Leadership Development Committee, which is charged with helping Committee Chairs and other Committee leaders be effective leaders of their Committees and the Section, and with helping Committees identify, recruit, and train future leaders. At the Section’s Annual Meeting in Chicago (September 17–19, 2015), the Leadership Development Committee is sponsoring a boot camp for Subcommittee Chairs and will host an informal discussion with current Section leaders.