Emerging Business Tools
Outside Publication | Article
Kathleen Collins
Newsletter | Morgan Lewis on Restructuring
Annie Wells, Andrew Gottfried
In this issue: American Home Mortgage: A Different View of Servicing Rights Delaware Chancery Court Rules the Automatic Stay Does Not Bar Shareholder Meeting Recent Noteworthy Decisions For the full story, pl... more
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice
The Securities Offering Reform rules, which became effective December 1, 2005, contain a “sunset” provision under which several common types of shelf registration statements expire three years after their initial effective date ... more
LawFlash/Client Alert | Securities Industry FYI
P. Georgia Bullitt, Robert Mendelson
In the light of responses to its 2007 consultation paper on the disclosure of Contracts for Differences (CP07/20), the United Kingdom’s Financial Services Authority (FSA) has decided to implement a general disclosure regi... more
Presentation | Speech
Georgette Schaefer
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice
On 13 June, the Financial Services Authority (FSA) in the UK announced the introduction of new provisions in its Code of Market Conduct which will require the disclosure of “significant” short positions in stocks of... more
Presentation | Speech
Louis Singer
Morgan Lewis Title | White Paper
Litigation Practice
Climate change issues are generating one of the most rapidly changing and critically important components of environmental law. Most of the developments discussed in this overview have occurred in the last several years. This p... more
LawFlash/Client Alert | International Alert
On April 23, the U.S. Treasury Department published long-awaited proposed regulations that clarify the regulatory-review process for transactions where a foreign person acquires control of U.S. national security or critical infr... more
Morgan Lewis Title | White Paper
Business and Finance
The Securities and Exchange Commission has recently adopted two rule amendments that will expand the ability of foreign private issuers that are not U.S. reporting companies to provide stock-based compensation to their U.S. emp... more
Morgan Lewis Title | Deskbook
Emerging Growth & Life Sciences Groups
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On April 7, the Internal Revenue Service (IRS) released draft instructions to the redesigned Form 990, the information return filed by public charities and other tax-exempt organizations. The redesigned Form 990 was released in... more
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
The Companies Act 2006, which partly consolidates and partly revises English company law, is being implemented in a number of stages. As part of the latest implementation, which became effective on 6 April 2008, some (but not a... more
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
The Companies Act 2006, which partly consolidates and partly revises English company law, is being implemented in a number of stages. As part of the latest implementation, which becomes effective on 6 April 2008, the law govern... more
Presentation | Speech
Louis Singer
LawFlash/Client Alert | Securities LawFlash
Litigation, Investment Management, and Business and Finance
Last Thursday, the SEC warned public pension funds and other unregistered investment advisers on the need for vigilance and adoption of policies and procedures to address potential insider trading issues. The same topic was rec... more
Presentation | Speech
Terrence Dugan
LawFlash/Client Alert | Litigation LawFlash
Litigation
Morgan Lewis is excited to welcome eight lawyers—Litigation partners Paul Krieger , Hugh Tanner , Lucas Elliot , David Levy , Rick Rambo , and Erik Hawes , Litigation of counsel Clay Rogers , and transactional partner Car... more
Morgan Lewis Title | Survey
Business and Finance
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On December 20, the IRS released a revised version of the Form 990, the information return filed by public charities and other tax-exempt organizations, which will be required for the 2008 tax year (returns filed in 2009). The ... more
Morgan Lewis Title | White Paper
Business and Finance
On November 15, 2007 , the Securities and Exchange Commission (SEC) approved amendments to Rule 144 under the Securities Act of 1933, as amended (the Securities Act), substantially as the amendments were proposed in July. The Fi... more
Newsletter | Morgan Lewis on Restructuring
Andrew Gottfried, Wendy Walker, Karen Gartenberg, Neil Herman
In this issue: The Enron Enigma: Claims trading at its fuzziest In applying the theory of equitable subordination, the second circuit limits the roles of a creditors committee: In re Applied Theory Corporation... more
Outside Publication | Article
Jedd Wider
Presentation | Speech
Michael Pillion, Peter Watt-Morse
Morgan Lewis Title | White Paper
Bankruptcy/Restructuring
The markets remain at a historically low level of corporate defaults, with a resulting lack of sizeable out-of-court restructurings and Chapter 11 proceedings. However, we are unconvinced that the laws of economic gravity have ... more
Presentation | Speech
Christian Bartholomew
Outside Publication | Article
Wendy Walker
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
The Panel on the Nonprofit Sector (the Panel) recently released Principles for Good Governance and Ethical Practice: A Guide for Charities and Foundations (the Guide ), the culmination of a process to identify and disseminate... more
LawFlash/Client Alert | Securities LawFlash
Business and Finance
In 2006, the Securities and Exchange Commission (SEC) adopted broad reforms to the disclosure rules regarding executive compensation. The new rules resulted in significant changes in the manner in which public companies prepare... more
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
On October 1, 2007, additional sections of the UK Companies Act 2006 (the 2006 Act) came into force, introducing changes to the previous UK company law regime in a number of areas. The results of these changes include the follo... more
Presentation | Speech
Wayne Song
Outside Publication | Article
Keith Black
Outside Publication | Article
Alan Singer
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
Nonprofit organizations that engage in international activities need to understand the role of the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) in administering and enforcing U.S. embargoes that pr... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On June 14, the IRS released a substantially revised draft Form 990, Return for Exempt Organizations, which will likely be the basis for the Form 990 used by organizations beginning with the 2008 tax year (that is, for returns f... more
Presentation | Speech
Wendy Walker
LawFlash/Client Alert | Business and Finance LawFlash
Justin Chairman, Stephen Farrell, David Sirignano, Howard Kenny
At its public meeting on May 23, 2007, the Securities and Exchange Commission announced several far-reaching proposals that, if adopted , would simplify private placements and resales of unregistered securities, make short-form ... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On May 9, the IRS issued Notice 2007-45, which provides interim guidance on the new Form 990-T public disclosure requirement enacted as part of the Pension Protection Act of 2006 (PPA). Pursuant to the PPA, Forms 990-T filed by... more
Presentation | Speech
Randall Sunberg
Outside Publication | Article
Anthony Warnock-Smith
LawFlash/Client Alert | Business and Finance LawFlash
LawFlash/Client Alert | Tax LawFlash
Tax
Officials from the Internal Revenue Service (IRS) have disclosed that the IRS is expanding the scope of its withholding and reporting agent compliance initiative beyond the financial services industry and will soon target numero... more
Presentation | Speech
Michael Pillion
Presentation | Speech
Frederic Wilf
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
Frederic Wilf
LawFlash/Client Alert | Employee Benefits LawFlash
Employee Benefits
On April 10, 2007, the Treasury Department and the IRS issued final regulations relating to nonqualified deferred compensation plans under section 409A of the Internal Revenue Code. Section 409A imposes restrictions on deferral... more
Outside Publication | Article
Frances Babb
Presentation | Speech
Frances Babb
Presentation | Speech
Randall Sunberg
Outside Publication | Article
Wendy Unglaub
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
Today, the IRS released a report describing the results of its Exempt Organizations Executive Compensation Compliance Project. According to the report, a significant portion of the organizations contacted had provided insu... more
Outside Publication | Article
E. Andrew Southerling, John Hartigan
Presentation | Speech
William Colgin, Jr.
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On February 7, the IRS released Notice 2007-18, providing interim guidance on the scope of new tax shelter reporting and penalty rules enacted by the Tax Increase Prevention and Reconciliation Act of 2005 (TIPRA). TIPRA created ... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
The IRS has joined the public debate regarding the specific governance practices of charitable organizations with the release on February 2, 2007 of its paper titled “Good Governance Practices For 501(c)(3) Organizations.&... more
Presentation | Speech
William Colgin, Jr.
Newsletter | Morgan Lewis on Media
Media Interdisciplinary Group
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
On December 22, 2006, the UK Government published The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006. Under the Regulations, from January 1, 2007, existing and new companies formed and registered in t... more
LawFlash/Client Alert | Business and Finance LawFlash
David Sirignano, Stephen Farrell, Howard Kenny
In December 2006, the Securities and Exchange Commission (SEC) approved extensions of some of the scheduled compliance dates for Section 404 of the Sarbanes-Oxley Act of 2002. The final action conforms to the proposed extension... more
Outside Publication | Article
Olivier Edwards
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On August 17, 2006, President Bush signed into law the Pension Protection Act of 2006 (PPA), which included several charitable giving incentives and numerous reforms primarily affecting charitable organizations and their donors.... more
Presentation | Speech
Emilio Ragosa
Presentation | Speech
Zaitun Poonja, Scott Karchmer, Heather Brookfield
Presentation | Speech
Michael Bloom
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady, William Zimmerman, Gary Wilcox
The Tax Increase Prevention and Reconciliation Act of 2005 (TIPRA), enacted earlier this year, may expose tax-exempt entities and their managers—potentially including outside investment managers—to significant new pe... more
Presentation | Speech
Barbara Melby
Outside Publication | Article
Jedd Wider
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
The Securities and Exchange Commission (SEC) issued two releases on August 9, 2006 that will extend some of the scheduled compliance dates for Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires public companies... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice
On August 3, 2006, the Senate joined the House of Representatives in passing the Pension Protection Act of 2006 (PPA), which includes many provisions intended to stimulate charitable giving and to discourage perceived tax law ab... more
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance
On August 1, the NASDAQ Stock Market became a registered national securities exchange? formerly, as a subsidiary of the National Association of Securities Dealers (NASD), it had been operating an inter-dealer quotations system. ... more
Presentation | Speech
Frederic Wilf
Presentation | Speech
Michael Pillion
LawFlash/Client Alert | Tax LawFlash
Tax
The recent release of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), is likely to result in increased requests by accountants and enterprises preparing financial statements for legal opinions in... more
Outside Publication | Article
Kimberly Eney
LawFlash/Client Alert | Business and Finance LawFlash
Media
Our Summer 2006 “Morgan Lewis on Media” newsletter discussed the Securities and Exchange Commission’s proposed executive compensation disclosure rules (To view this newsletter, more
LawFlash/Client Alert | Tax LawFlash
Tax
In a much-anticipated tax shelter–related decision, the Court of Appeals for the Federal Circuit, on July 12, 2006, reversed a taxpayer victory in the Court of Federal Claims holding that the economic substance doctrine does not... more
Presentation | Speech
Kathleen Collins, John Ayanian
Outside Publication | Article
Beth Kiesewetter, Monica Parry, John Ayanian
LawFlash/Client Alert | Employee Benefits LawFlash
Employee Benefits
As you have undoubtedly read recently, The Wall Street Journal and other media have been beating the drum loudly over whether public companies have “backdated” their options grants such that executives have reaped ... more
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
Barbara Melby
Presentation | Speech
Celia Roady
Presentation | Speech
Celia Roady
Outside Publication | Article
Alexandre Bailly
Presentation | Speech
Randall Sunberg
LawFlash/Client Alert | Tax LawFlash
Tax
In a recent California Superior Court case, Northwest Energetic Services, LLC v. California Franchise Tax Board (Cal. Super. Ct. No. CGC -05-437721? Mar. 3, 2006), the court held that the annual California fee based on the gro... more
Presentation | Speech
Celia Roady
Presentation | Speech
Michael Bloom
Presentation | Speech
William Colgin, Jr.
Presentation | Webinar
Mims Zabriskie, Thomas Kellerman, Alan Singer
Outside Publication | Article
William Colgin, Jr.
Newsletter | Morgan Lewis on Restructuring
Bankruptcy/Restructuring Practice
In this Issue: Non-Debtor Releases in Reorganization Plans- Are they still viable or a thing of the past in the Second Circuit?: Plans of reorganization have increasingly included provisions releasing and permanent... more
Presentation | Webinar
S. DiBernardo, Thomas Kellerman, Christian Mixter
Outside Publication | Article
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
LawFlash/Client Alert | Tax LawFlash
Tax
On October 27, the Internal Revenue Service (IRS) announced a short-term settlement initiative for taxpayers involved in a broad array of transactions that the IRS deems abusive. Eligible participants in the initiative will hav... more
Presentation | Speech
E. John Park
Outside Publication | Article
Frances Babb
Newsletter | Morgan Lewis on Restructuring
Menachem Zelmanovitz, Andrew Gottfried, Wendy Walker
In this Issue: Substantive Consolidation: Owens Corning - Third Circuit Severely Restricts Availability of This Extraordinary Remedy: Substantive consolidation is an equitable remedy employed in multi-debtor bankrup... more
Presentation | Speech
Barbara Melby
LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance & Labor and Employment
Unternehmen, deren Anteile an einer Börse in den U.S.A. notiert sind, haben aufgrund des Sarbanes- Oxley-Gesetzes aus dem Jahre 2002 und den darauf beruhenden Bestimmungen der Securities and Exchange Commission („SEC“) sowie der... more
LawFlash/Client Alert | Securities LawFlash
Business and Finance
Under the Sarbanes-Oxley Act of 2002, and related stock exchange and Nasdaq listing standards, the audit committees of public companies have adopted procedures for handling complaints and grievances relating to accounting, inter... more
Morgan Lewis Title | White Paper
Business and Finance
On June 29, 2005, the Securities and Exchange Commission (SEC) unanimously adopted new rules, substantially in the form they were proposed in November 2004, modifying and significantly enhancing the communication, registration a... more
Presentation | Speech
William Colgin, Jr.
Newsletter | Morgan Lewis on Restructuring
Bankruptcy/Restructuring Practice
In this Issue: Bankruptcy Act of 2005: Impact on Large Chapter 11 Cases: On April 20, 2005, the Bankruptcy Abuse Prevention and Consumer Protection Act (the “Act”) of 2005 was signed by President Bush. M... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady
The attorneys general in certain states – including New York and Massachusetts – have begun to focus increased scrutiny on the corporate governance and fundraising practices of non-profit organizations, in line with ... more
Outside Publication | Article
Harry Robins, Michael Pedrick
Outside Publication | Article
Patrice Lefèvre-Péaron
Presentation | Webinar
Michael Pillion, Barbara Melby
LawFlash/Client Alert | Litigation LawFlash
White Collar Group
On April 26, 2005, the United States Supreme Court upheld criminal convictions arising from a scheme to avoid taxation by a foreign government. The decision in Pasquantino v. United States , 125 S. Ct. 1766 (2005), expands the... more
Presentation | Speech
William Colgin, Jr.
Morgan Lewis Title | White Paper
Wendy Walker
The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the “Act”) has now become law. While the Act principally focuses on consumer and small business1 bankruptcy issues, it also includes significant c... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady
The Senate Finance Committee held a hearing on April 5, 2005, titled “Charities and Charitable Giving: Proposals for Reform.” According to Finance Committee Chairman Charles Grassley (R-IA), the hearing was intended... more
LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady
On January 27, the Joint Committee on Taxation (“JCT”) released a 430-page report describing proposals to curtail tax shelters, close loopholes, and address other areas of noncompliance. The report, “Options t... more
LawFlash/Client Alert | Tax LawFlash
Tax
One of the most important provisions of the American Jobs Creation Act of 2004 that Congress passed last October is an 85% exclusion for certain dividends received by U.S. corporations from controlled foreign corporations. The ... more
Outside Publication | Article
Wendy Walker
LawFlash/Client Alert | Tax LawFlash
Richard Zarin
Last week, the U.S. Treasury issued proposed regulations that for the first time would allow tax-free treatment for cross-border mergers organized under foreign law. These regulations, if adopted, will put non-U.S. corporations... more
Outside Publication | Article
Shokoh Yaghoubi
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Morgan Lewis Title | White Paper
Gary Wilcox
On October 22, 2004, the President signed into law one of the most significant packages of tax legislation in decades, the American Jobs Creation Act of 2004 (or Jobs Act). With the enactment of this new legislation, a U.S. reg... more
Morgan Lewis Title | Morgan Lewis Face to Face
Emerging Business and Technology
— a new Morgan Lewis publication for innovators
Presentation | Speech
Frederic Wilf
Presentation | Speech
Frederic Wilf
Presentation | Speech
Richard Petretti
Presentation | Speech
Scott Adamson
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
Richard Petretti
LawFlash/Client Alert | Tax LawFlash
Tax
On May 28, 2003, President Bush signed into law the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”). The Act incorporates many of President Bush’s original proposals set forth in the FY 2004 ... more
LawFlash/Client Alert | Tax LawFlash
Tax
This Lawflash summarizes the description of President Bush’s dividend exclusion proposal (the “Proposal”) released by the Treasury Department on January 21, 2003 (the “Treasury Description”) and mod... more
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
Peter Watt-Morse
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Presentation | Speech
William Colgin, Jr.
Outside Publication | Article
Fahd Riaz
Outside Publication | Chapter
William Colgin, Jr.
Outside Publication | Article
George Yearsich