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Letters of Intent and Other Preliminary Considerations

2015 Acquiring or Selling the Privately Held Company Seminar

Location:
Chicago, Ill.
Event

COVID-19 Legal Issue Spotting for In-House Counsel

Schiff Hardin LLP

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Webinar
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2021 Emerging Growth Virtual Conference

Presented by Maxim Group

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Webinar
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Event

Corporate & Securities Law in the Time of the Coronavirus

University of Richmond School of Law

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Webinar
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How Risk-Management Pros Trade Contractual Risk

World Commerce & Contracting

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Webinar
Article

New Chicago Restaurant Opens to Rave Reviews

Schiff Hardin’s Bill Franzen had worked with Meg Sahs for years, advising her on estate and tax planning matters. Then Meg reached out to Bill for help on a new type of project: she was launching a new restaurant with business partner and celebrity chef Sarah Grueneberg.

News Release

PlacementTracker Recognizes Schiff Hardin in Q3 2016 U.S. PIPE Market Investor Counsel League Tables

Schiff Hardin was the 12th most active investor counsel in Q3. The firm was also the 11th most active placement agent counsel.

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Schiff Hardin Advises Client in Global M&A Network’s “U.S.A. ESOP Deal of the Year”

Schiff Hardin is pleased to have been counsel to E&M Ice Cream in a transaction that was recently awarded the “U.S.A. ESOP Deal of the Year” at the 2016 Americas M&A Atlas Awards by Global M&A Network.

News Release

Schiff Hardin Represents Consolidated Communications in $1.5B FairPoint Acquisition

The all-stock deal is valued at $1.5 billion, including debt, and is expected to close by mid-2017. Schiff Hardin has been counseling Consolidated on corporate matters for more than 30 years.

News Release

The Legal 500 Spotlights Three Schiff Hardin Practice Groups, Eight Attorneys

Schiff Hardin LLP is pleased to announce that three practice groups and eight attorneys have been recognized in the 2016 edition of the Legal 500.

In The News
News Release

Schiff Hardin Represents First Mid-Illinois Bancshares in Acquisition of First BancTrust Corporation

Schiff Hardin is representing First Mid-Illinois Bancshares, a financial holding company, in its acquisition of First BancTrust Corporation.

News Release

Schiff Represents H. D. Smith in Acquisition by AmerisourceBergen

Schiff Hardin LLP advised H. D. Smith, the largest privately held wholesaler in the United States, in its acquisition by AmerisourceBergen for $815 million.

News Release

Schiff Advised Altaris on $1.1 Billion Take-Private Acquisition of Analogic

Schiff Hardin LLP served as legal counsel to Altaris Capital Partners in connection with an Altaris affiliate’s acquisition of Analogic Corporation for approximately $1.1 billion.

News Release

Schiff Hardin Adds Tax Partner Olga Bogush in New York

Transactional Tax Practice Adds Depth to Firm’s M&A, Private Equity, and Finance Capabilities

News Release

Schiff Hardin Advises on Public Offerings in Pharma, Tech Sectors

In the last 60 days, Schiff Hardin advised on the initial public offerings (IPO) for two companies and a public offering for another company, two in pharmaceuticals and one in the tech sector.

News Release

Schiff Hardin Advises The Benchmark Company as Underwriter in $12 Million IPO of ADSs

Schiff Hardin advised The Benchmark Company as managing underwriter in Biofrontera AG’s initial public offering of 1.2 million American depositary shares (ADSs), raising $12 million, and the Nasdaq listing of Biofrontera’s ADSs.

News Release

Schiff Hardin Advises Wintrust on Two Chicago-Area Bank Acquisitions

Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the successful completion of its acquisition of Chicago Shore Corporation, the parent company of Delaware Place Bank.

News Release

Schiff Hardin Named “Innovation Builder” by BTI

Schiff Hardin LLP has been singled out by corporate counsel as one of only 28 percent of law firms clients view as a BTI “Innovation Builder,” which recognizes firms that bring change to the legal market through new technology, services, strategies, or structures.

News Release

Schiff Hardin Recognized as an “Illinois Powerhouse” Law Firm

Schiff Hardin LLP is proud to announce that the firm has been named a 2018 “Illinois Powerhouse” by Law360 in recognition of its significant and precedent-setting work over the last year.

News Release

Schiff Hardin Represents Central Steel in Acquisition by Ryerson

Schiff is representing Central Steel & Wire Company, a leading metal service center with a strong reputation as a valued supply chain partner.

News Release

Schiff Hardin Represents First Mid-Illinois Bancshares in Its Pending Acquisition of SCB Bancorp, Inc.

Schiff Hardin is representing First Mid-Illinois Bancshares, Inc. in the pending acquisition of all of the outstanding stock of SCB Bancorp, Inc.

News Release

Schiff Represents Pillars in Merger to Create New Innovative Organization: Pillars Community Health

Schiff Hardin LLP represented Pillars in its merger with Community Nurse Health Center, effective January 1, 2018.

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Schiff Represents Wealth Adviser Gary Hirschberg in Launch of Aaron Wealth Advisors

Schiff represented veteran wealth adviser Gary Hirschberg, who spent the last 12 years at Goldman Sachs advising multi-generational families on taxation issues and philanthropy, in the launch of a new independent wealth management firm called Aaron Wealth Advisors.

News Release

The Legal 500 Recognizes Three Schiff Hardin Practices for the Third Time in a Row

Schiff Hardin LLP is pleased to announce that three of its practice groups have been recognized for the third consecutive year by The Legal 500 United States 2018 guide, a nationwide analysis of law firms with input from more than 300,000 corporate counsel on which firms provide the most cutting-edge and innovative advice.

News Release

Top Energy Lawyer Sarah A. W. Fitts Joins Schiff Hardin in New York

Former Debevoise Partner Brings M&A and Project Finance Experience to Complement Schiff Hardin’s Energy Industry Team

News Release

Schiff Advises Medical Device Company Soliton on $10.4 Million IPO

Schiff Hardin LLP advised Soliton, Inc., a pre-revenue stage medical device company, in its initial public offering of two million shares of common stock, raising $10.4 million.

News Release

Schiff Hardin Advises Chugoku in South Field Energy Acquisition

Schiff Hardin LLP represented Chugoku Electric Power Company, Inc. (Chugoku) in its 10 percent membership interest acquisition in South Field Energy Partners LLC (South Field Energy), a subsidiary of Advanced Power.

News Release

Schiff Hardin Advises I-Bankers Securities as Managing Underwriter in $57.5M SPAC IPO

Schiff Hardin LLP advised I-Bankers Securities, Inc. as managing underwriter in GreenVision Acquisition Corp.’s initial public offering of 5 million shares, raising $50 million with an over-allotment option of $7.5 million.

News Release

Schiff Hardin Advises I-Bankers Securities as Underwriter in $115M IPO

Schiff Hardin LLP advised I-Bankers Securities, Inc. as managing underwriter in Proficient Alpha Acquisition Corp.’s initial public offering of 10 million shares, raising $100 million with an over-allotment option of $15 million.

News Release

Schiff Hardin Advises Snap-on in Power Hawk Acquisition

Schiff Hardin LLP represented Snap-on Incorporated (NYSE:SNA), a manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions, in its acquisition of Power Hawk Technologies for approximately $8 million.

News Release

Schiff Hardin Advises Wintrust in Two Chicago-Area Bank Acquisitions

Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the signing of a definitive agreement to acquire STC Bancshares Corp., the parent company of STC Capital Bank, which operates five banking offices located in the communities of St. Charles, Geneva, and South Elgin, Ill.

News Release

Schiff Hardin Advises Wintrust on Three Year-End Acquisitions

Schiff Hardin LLP advised Wintrust Financial Corporation (Nasdaq: WTFC) on the recent completion of three bank and financial institution acquisitions.

News Release

Schiff Hardin Named to Forbes’ America’s Top Corporate Law Firms in 2019

Schiff Hardin LLP has been recognized on Forbes’ inaugural list of America’s Top Corporate Law Firms in 2019, and received a “most recommended for” designation in Corporate Governance law. Schiff was among 243 most-recommended corporate law firms on the list.

News Release

Schiff Ranked as “Law Firm of the Year” in Construction-Litigation and Earns 45 “Best Law Firms” Rankings

Schiff Hardin LLP announced today that the firm has received 45 top-tier rankings and national recognition for its premier practices in the 2020 edition of U.S. News – Best Lawyers® “Best Law Firms.”

News Release

Schiff Represents Newell in Sale of Rexair

Schiff Hardin LLP represented Newell Brands, a leading global consumer goods company, in the sale of its Rexair business to investment funds affiliated with Rhône Capital, a global private equity firm.

News Release

Three Practices Recognized in The Legal 500 for Fourth Year in a Row

Schiff Hardin LLP is pleased to announce that three of the firm’s practice groups have been recognized for the fourth year in a row in The Legal 500 United States 2019 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.

News Release

Best Lawyers Recognizes 59 Schiff Attorneys, Six “Lawyers of the Year,” and 21 Ones to Watch

Schiff Hardin LLP is pleased to announce that 59 attorneys have been listed in the 2021 edition of The Best Lawyers in America, with six attorneys also being named a “Lawyer of the Year” in their respective areas of practice and location.

News Release

Schiff Advises First Mid Bancshares, Inc. in Pending Acquisition of LINCO Bancshares, Inc.

Schiff Hardin LLP is serving as legal counsel to First Mid Bancshares, Inc. in its pending acquisition of LINCO Bancshares, Inc. for an aggregate purchase price of approximately $144.9 million.

News Release

Schiff Advises Snap-on in $36 Million Acquisition of AutoCrib

Schiff Hardin advised Snap-on Incorporated, a leading global innovator and manufacturer, in a $36 million cash offer deal to acquire AutoCrib, Inc.

News Release

Schiff Counsels Placement Agent in $49.2M Registered Direct Offerings by CBAK Energy

Schiff Hardin LLP acted as counsel to the placement agent in connection with CBAK Energy Technology, Inc.’s registered direct offering of approximately $49.2 million of common stock at a price of $5.18 per share.

News Release

Schiff Earns 46 “Best Law Firms” Rankings in 2021

Schiff Hardin LLP has received 46 top-tier rankings in the 2021 edition of U.S. News – Best Lawyers® “Best Law Firms,” nationally recognizing the firm’s premier practices.

News Release

Schiff Elects Three Attorneys to Partnership

Schiff Elects Three Attorneys to Partnership

News Release

Schiff Hardin Advised Good Works Acquisition Corp. in $150 Million SPAC IPO

Schiff Hardin advised Good Works Acquisition Corp. in connection with its initial public offering of 15 million units of securities at $10 per unit.

News Release

Schiff Hardin Advises Altaris in Acquisition of 3M’s Drug Delivery Business

Schiff Hardin LLP represented Altaris Capital Partners LLC, a private investment firm focused on the healthcare industry, in its $650 million acquisition of substantially all of Kindeva Drug Delivery from 3M Company.

News Release

Schiff Hardin Advises Altaris in Pending Acquisition of 3M’s Drug Delivery Business

Schiff Hardin LLP is representing an affiliate of Altaris Capital Partners LLC, a private investment firm focused on the healthcare industry, in its approximately $650 million pending acquisition of substantially all of 3M Company’s drug delivery business.

News Release

Schiff Hardin Advises Breeze Holdings Acquisition Corp. in $100M IPO

Schiff Hardin LLP served as Issuer’s Counsel in Breeze Holdings Acquisition Corp.’s initial public offering of 10 million units of securities at $10 per unit.

News Release

Schiff Hardin Advises Consolidated Communications Holding, Inc. in Proposed $425 Million Investment and Refinancing

Schiff Hardin LLP is advising Consolidated Communications Holdings, Inc., a leading broadband and business communications provider, in a proposed $425 million investment agreement with an affiliate of Searchlight Capital Partners, L.P.

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Schiff Hardin Advises I-Bankers Securities as Underwriter in $138M IPO

Schiff Hardin advised I-Bankers Securities, Inc. as underwriter in East Stone Acquisition Corp.’s initial public offering of 12 million Units of its securities.

News Release

Schiff Hardin Advises Paramit Corporation in Acquisition of Emphysys, Inc.

Schiff Hardin LLP represented Paramit Corporation, a designer and manufacturer of electronic based medical devices and life science instruments, in its acquisition of Emphysys, Inc., a leading technology development firm specializing in complex systems and products for the medical device, life sciences, and industrial equipment industries.

News Release

Schiff Hardin Counsels GBS, Inc. in $21.6M IPO

Schiff Hardin LLP counseled GBS, Inc.’s initial public offering of 1,270,589 units of securities at $17.00 per unit.

News Release

Schiff Hardin Earns Ranking by The Legal 500 US 2020

Schiff Hardin LLP is pleased to announce that four of the firm’s practice groups have been recognized in The Legal 500 United States 2020 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.

News Release

Schiff Hardin Expands International Practice With Addition of Corporate and Litigation Partner Duo

Schiff Hardin LLP today announced the addition of two partners in its New York and San Francisco offices, who together will significantly expand the firm’s international practice.

News Release

Schiff Launches Coronavirus Task Force to Address Business and Legal Issues of Pandemic

Schiff Hardin LLP announced today its launch of a Coronavirus Task Force to address the significant business, legal, and economic challenges facing companies as a result of the coronavirus (COVID-19) pandemic.

In The News
News Release

Fitts Again Ranked in Chambers Global 2021

Schiff Hardin Partner Sarah A.W. Fitts has once again been recognized in the Chambers Global 2020 guide, which recognizes top lawyers and law firms in more than 200 jurisdictions across the world. Fitts earned her seventh consecutive ranking.

In The News
News Release

Over 55 of the Nation’s Leading Law Firms Respond to Investment Company Act Lawsuits Targeting the SPAC Industry

Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because proceeds from their initial public offerings are invested in short-term treasuries and qualifying money market funds.

News Release

Schiff Acted as Underwriters’ Counsel in GT Biopharma’s $23.7M Nasdaq Up-Listing Offering

Schiff Hardin LLP advised Dawson James Securities, Inc. as underwriter in GT Biopharma, Inc.’s Nasdaq up-listing offering of 4.3 million units.

News Release

Schiff Advises Altaris on its Agreement to Acquire $1.55 Billion Perrigo’s Prescription Pharmaceuticals Business

Schiff Hardin LLP represented Altaris Capital Partners, LLC, a private investment firm focused on the healthcare industry, in its agreement to acquire Perrigo Company plc’s prescription pharmaceuticals business (Rx) for $1.55 billion.

News Release

Schiff Advises Altaris on Recapitalization of Minnetronix Medical, Inc.

Schiff Hardin LLP represented Altaris Capital Partners, LLC, a private investment firm focused on the healthcare industry, in the majority recapitalization of Minnetronix Medical, Inc., a leading medical technology and operations partner to global medical device companies.

News Release

Schiff Advises Cresset in Merger with Berman Capital Advisors

Schiff Hardin LLP advised Cresset Asset Management, LLC in its merger with Berman Capital Advisors, LLC, creating a $19.8 billion multi-family office serving clients from 11 offices across the country.

News Release

Schiff Advises Esports Technologies, Inc. in $14.4M IPO

Schiff Hardin LLP advised Esports Technologies, Inc. in its initial public offering.

News Release

Schiff Advises First Mid Bancshares on Pending Acquisitions of Delta Bancshares Company, St. Louis-Based Loan and Deposit Portfolio

Schiff Hardin LLP is advising First Mid Bancshares, Inc. on two separate recently announced transactions.

News Release

Schiff Advises Houston Wire & Cable Company in $91M Acquisition by OmniCable

Schiff Hardin represented Houston Wire & Cable Company (HWCC) in its agreement to be acquired by OmniCable, LLC for $91 million. HWCC is one of the largest distributors of wire, cable, and fastener products in the U.S. The transaction is expected to close in the second quarter of 2021.

News Release

Schiff Advises Isleworth Healthcare Acquisition Corp. in the $207M SPAC IPO

Schiff Hardin advised Isleworth Healthcare Acquisition Corp. in connection with its initial public offering of 20,700,000 units at a price to the public of $10.00 per unit.

News Release

Schiff Advises Leaders Bank in Announced Merger Agreement

Schiff Hardin LLP is representing The Leaders Bank in its announced merger with Providence Bank & Trust.

News Release

Schiff Advises Moleculin Biotech, Inc. on its $78M Public Offering

Schiff Hardin LLP advised Moleculin Biotech, Inc. in connection with its public offering of 16,414,736 shares of common stock for gross proceeds of approximately $78 million.

News Release

Schiff Advises on the $50M SPAC IPO of Blue Safari Group Acquisition Corp.

Schiff Hardin LLP advised Maxim Group, LLC on Blue Safari Group Acquisition Corp.’s $50 million initial public offering of 5 million units at $10 per unit.

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Schiff Advises Paramit Corporation in $1B Acquisition by The Tecan Group

Altaris Capital Partners, LLC has announced that it has entered into an agreement to sell Paramit Corporation to The Tecan Group for $1 billion.

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Schiff Advises Placement Agent in $170M Registered Direct Offerings by Canaan Inc.

Schiff Hardin LLP acted as counsel to the placement agent in connection with Canaan Inc.’s $170 million registered direct offering of its American Depositary Shares.

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Schiff Advises Placement Agent in $70M Registered Direct Offerings by CBAK Energy

Schiff Hardin LLP acted as counsel to the placement agent in connection with CBAK Energy Technology, Inc.’s $70 million registered direct offering priced at-the-market under applicable Nasdaq rules.

News Release

Schiff Advises Placement Agent in MingZhu Logistics Holdings Limited’s $20M Registered Direct Offering

Schiff Hardin LLP acted as counsel to the placement agent in MingZhu Logistics Holdings Limited’s registered direct offering of an aggregate of more than 3.3 million units of its securities at a price of $6 per unit for aggregate gross proceeds of $20 million.

News Release

Schiff Advises Placement Agent in Senmiao Technology’s $6.5 Million Registered Direct Offering

Schiff Hardin LLP acted as counsel to the placement agent in connection with Senmiao Technology Limited’s registered direct offering of approximately $6.5 million of its common stock.

News Release

Schiff Advises Placement Agent in the $7.3M Registered Direct Offering by China Natural Resources, Inc.

Schiff Hardin LLP counseled the placement agent in China Natural Resources, Inc.’s registered direct offering of approximately $7.3 million of common shares at a price of $1.85 per share on January 22, 2021.

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Schiff Advises Underwriter in Moving iMage Technologies $14.5M IPO

Schiff Hardin LLP counseled the underwriter for Moving iMage Technologies Inc.’s $14.5 million initial public offering.

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Schiff Advises Underwriter in the Unicycive Therapeutics’ $25M IPO

Schiff Hardin LLP acted as underwriter’s counsel for Unicycive Therapeutics’ $25 million initial public offering.

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Schiff Advises Washington Savings Bank on Acquisition of First National Bank of Mattoon

Schiff Hardin represented Washington Savings Bank on its acquisition of The First National Bank of Mattoon.

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Schiff Advises Wintrust on $570M Purchase of Loan Portfolio from Allstate

Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on its purchase of a $570 million loan portfolio from The Allstate Corporation (NYSE:ALL) and becoming the preferred national lender to Allstate agents.

News Release

Schiff Assists Biofrontera in $15M Private Placement

Schiff Hardin LLP advised the placement agents for Biofrontera Inc.’s $15 million private placement with a single institutional investor for the purchase of 2,857,143 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 2,857,143 shares of common stock.

News Release

Schiff Assists Biofrontera with $18M IPO

Schiff Hardin LLP represented the underwriters in Biofrontera Inc.’s $18 million initial public offering of 3,600,000 units.

News Release

Schiff Assists Datasea in $8.48M Registered Direct Offering

Schiff Hardin LLP acted as counsel to Datasea Inc. in its registered direct offering with certain institutional investors of 2,436,904 shares of its common stock at a purchase price of $3.48 per share for the gross proceeds of approximately $8.48 million.

News Release

Schiff Assists New Owners in Purchase of Oak Park’s Beer Shop

In September 2021, Schiff Hardin LLP advised the new owners in the management buyout of the Beer Shop in downtown Oak Park, Ill.

News Release

Schiff Assists SportsMap Tech Acquisition Corp with $115M SPAC IPO

Schiff Hardin LLP guided SportsMap Tech Acquisition Corp., a Houston-based special purpose acquisition company focused on transactions in the sports tech space, in its $115 million initial public offering.

News Release

Schiff Attorneys Recognized in The Best Lawyers in America 2022

Schiff Hardin LLP is pleased to announce that 51 attorneys have been listed in The Best Lawyers in America 2022.

News Release

Schiff Awarded 39 Top “Best Law Firms” Rankings for 2022

Schiff Hardin LLP has received 39 top-tier rankings in the 2022 edition of U.S. News – Best Lawyers® “Best Law Firms,” nationally recognizing the firm’s premier practices.

News Release

Schiff Counsels Altaris on its $1.55B Acquisition of Padagis

Schiff advised Altaris Capital Partners, LLC on its acquisition of Padagis LLC, formerly the generic prescription pharmaceuticals business of Perrigo Company plc, for $1.55 billion.

News Release

Schiff Counsels Antelope Enterprise Holdings in $3.18M Direct Offering

Schiff Hardin LLP advised Antelope Enterprise Holdings, Ltd. on a registered direct offering of securities with gross proceeds of approximately $3.18 million.

News Release

Schiff Counsels BK Medical in Entering into Agreement for Sale to GE Healthcare

Schiff has advised BK Medical in entering into an agreement to be sold to GE Healthcare for $1.45 billion.

News Release

Schiff Counsels CNS Pharmaceuticals on $11.5M Public Offering

Schiff Hardin advised CNS Pharmaceuticals, Inc. in connection with its public offering of 5,750,000 shares of common stock and 2,875,000 warrants to purchase common stock for gross proceeds of $11.5 million.

News Release

Schiff Counsels Good Works II Acquisition Corp. in $230M SPAC IPO

Schiff Hardin LLP acted as counsel to Good Works II Acquisition Corp. in its initial public offering of 23,000,000 units, which included the full exercise of the underwriters’ over-allotment option, at a price to the public of $10 per unit.

News Release

Schiff Counsels on ZW Data Action Technologies, Inc.’s $18.7M Registered Direct Offering

Schiff Hardin LLP acted as counsel to the placement agent in ZW Data Action Technologies, Inc.’s registered direct offering of more than 5.2 million shares of common stock at $3.59 per share and the concurrent private placement to the same investors of warrants to purchase up to 2,606,000 shares of common stock at an exercise price of $3.59 per share.

News Release

Schiff Counsels Orbsat Corp in Upsized $14.4M Public Offering

Schiff Hardin LLP advised Orbsat Corp, a global provider of communication solutions for connectivity to the world through next-generation satellite technology, on its public offering of 2.8 million units at a price to the public of $5 per unit.

News Release

Schiff Counsels Placement Agent in $5.66M Registered Direct Offering by Blue Hat Interactive Entertainment Technology

Schiff Hardin LLP advised the placement agent in connection with Blue Hat Interactive Entertainment Technology’s registered direct offering with two institutional investors, for the purchase and sale of more than 6 million of its ordinary shares at a price of $0.90 per share, resulting in total gross proceeds of approximately $5.66 million.

News Release

Schiff Counsels Placement Agent in Senmiao’s $7M Registered Direct Offering

Schiff Hardin LLP acted as counsel to the placement agent in Senmiao Technology Limited’s registered direct offering of more than five million shares of common stock at $1.38 per share for aggregate gross proceeds of $7 million.

News Release

Schiff Counsels Placement Agent in WiMi Hologram Cloud’s $83.8M Registered Direct Offering

Schiff Hardin LLP acted as counsel to the placement agent in WiMi Hologram Cloud, Inc.’s registered direct offering of more than 11.1 million units at a purchase price of $7.50 per unit for a total offering size of approximately $83.8 million.

News Release

Schiff Counsels Snap-on in $200M Acquisition of Dealer-FX Group, Inc.

Schiff represented Snap-on Incorporated in its approximately $200 million cash purchase of Dealer-FX Group, Inc., a leading developer, marketer, and provider of service operations software solutions for automotive original equipment manufacturer (OEM) customers and their dealers.

News Release

Schiff Counsels Underwriter Maxim Group in the $50M SPAC IPO of Model Performance

Schiff Hardin LLP advised Maxim Group, LLC as underwriter in Model Performance Acquisition Corp.’s Nasdaq initial public offering of 5 million units at $10 per unit.

News Release

Schiff Guides Altaris in Sale of Senior Helpers

Schiff Hardin represented Altaris Capital Partners, LLC in the sale of Senior Helpers, an owner and franchisor of professional home care services designed to allow elderly individuals to stay in their homes as long as possible.

News Release

Schiff Guides Deep Medicine Acquisition Corp. in Upsized $126.5M SPAC IPO

Schiff Hardin LLP served as underwriter’s counsel for Deep Medicine Acquisition Corp.’s upsized initial public offering raising gross proceeds of $126.5 million.

News Release

Schiff Guides Good Works Acquisition Corp. in its $2.5 Billion Merger with Cipher Mining Inc.

Schiff Hardin LLP represented Good Works Acquisition Corp. in its de-SPACing business combination with Cipher Mining Technologies Inc.

News Release

Schiff Hardin Advises Deringer-Ney, Inc. in Asset Acquisition of Hoyt Corporation

Schiff Hardin served as deal counsel to Deringer-Ney in its acquisition of the business and assets of Hoyt Corporation, which was completed on April 30, 2021.

News Release

Schiff Advises Placement Agent in $7.59 Million Direct Offering for Blue Hat Interactive Entertainment

Schiff Hardin LLP served as counsel to the placement agent in Blue Hat Interactive Entertainment Technology’s registered direct offering of over seven million shares at a price of $1.06 per share, resulting in total gross proceeds of $7.59 million.

News Release

Schiff Hardin Advises Tuthill Corporation in Sale of Tuthill Vacuum & Blower Systems for $184 Million

Schiff Hardin represented its long-standing client Tuthill Corporation, in the sale of its Tuthill Vacuum and Blower Systems division to Ingersoll Rand Inc. for $184 million dollars, completed January 31, 2021.

News Release

Schiff Hardin and Arent Fox Announce Combination

ArentFox Schiff will form a top national law firm offering industry-focused transactional, regulatory, and litigation counseling.

News Release

Schiff Hardin Expands Finance and Corporate Groups with Partner and Two Counsel

Schiff Hardin LLP announced today the expansion of its Finance practice with the addition of Alexis Schostak, who joins as a partner in the firm’s Ann Arbor office.

News Release

Schiff Hardin Welcomes Counsel Andrew Banks in New York and Two Associates in Chicago to Its Growing Corporate Practice

Schiff Hardin today announced the expansion of its Corporate and Transactional Practice Group with the addition of counsel Andrew Banks in New York and associates Darcy Lee and Cody Boender in Chicago.

News Release

Schiff Represents Nova Lifestyle in $3.1M Registered Direct Offering

Schiff Hardin LLP advised Nova Lifestyle, Inc. in its $3.1 million registered direct offering and concurrent private placement. Nova LifeStyle is a well-established, innovative designer and distributor of modern lifestyle furniture.

News Release

Schiff Represents Placement Agent in $3.96M Registered Direct Offering by Dogness

Schiff Hardin LLP acted as counsel to the placement agent in Dogness (International) Corporation’s $3.96 million registered direct offering.

News Release

Schiff Represents Placement Agent in $7.4M Offering by Dogness

Schiff Hardin LLP acted as counsel to the placement agent in Dogness (International) Corporation’s $7.4 million offering.

News Release

The Legal 500 US 2021 Ranks Four Practices, 12 Attorneys

Schiff Hardin LLP is pleased to announce that four of the firm’s practice groups have been recognized in The Legal 500 United States 2021 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.

Newsletter
Newsletter
Trending Legal Issue
Trending Legal Issue
Trending Legal Issue
Trending Legal Issue
Trending Legal Issue
Trending Legal Issue
Trending Legal Issue

SEC Proposes Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (SEC) issued a proposed rule that implements the clawback provisions of the Dodd-Frank Act.

Trending Legal Issue
Alert

Alabama Tax Regulation to Challenge Quill Physical Presence Standard

The State of Alabama is now enforcing a regulation that directly challenges a cornerstone of state sales tax law and policy.

Alert

Amendments to Regs E and Z for Prepaid Accounts – Not so EZ

On October 5, the CFPB released its final rule to amend Regulations E and Z which extended the scope of its coverage – it applies to prepaid cards bought at your local convenience store as well as prepaid accounts that are used entirely online, such as digital wallet accounts.

Alert

Banking Agencies Remind Banks about Correspondent Banking and BSA/AML Compliance

Releases like the August 30, 2016 “Joint Fact Sheet on Foreign Correspondent Banking: Approach to BSA/AML and OFAC Sanctions Supervision and Enforcement” summarizing expectations and existing obligations in the area of correspondent banking tend to follow observations of non-compliance in the subject matter summarized.

Alert

Colorado’s Use Tax Notification Statute May Become a Model for Other States

Earlier this month, the Supreme Court declined to hear an appeal challenging Colorado’s use tax notification statute. This decision could inspire other states to impose similar notification requirements on out-of-state vendors.

Alert

Coming Soon: New Incentive Comp Limits for Financial Institutions

In June 2016, several federal agencies published a proposed rule on incentive-based compensation arrangements, which implements an important section of the Dodd-Frank Act.

Alert

Illinois Angel Investment Credit Program Expires in 2016

Heads-up, Illinois early-stage companies and investors: time is running out to take advantage of the Illinois Angel Investment Credit Program, which is scheduled to expire on December 31, 2016.

Alert

Illinois Clarifies the Rules on Taxing Shipping and Delivery Charges

As of April 1, 2016, the Illinois Department of Revenue adopted regulations that clarify when a seller must collect sales tax on shipping and delivery charges.

Alert

ISS and Glass Lewis Policy Updates for the 2016 Proxy Season

With the 2016 proxy season getting started, we would like to remind clients that Institutional Shareholder Services (ISS) and Glass Lewis have each made some revisions to their 2016 voting policies. If your proxy statement involves any of the following topics, you should review these updates.

Alert

President Obama Signs SBIC Advisers Relief Act into law; Long-awaited clarification of Registration Exemptions for Advisers to SBICs

Investment advisers to Small Business Investment Companies (SBICs) received an early holiday gift when President Obama signed the SBIC Advisers Relief Act of 2015 (the “Relief Act”) into law last December.

Alert

Regulating FinTech

Over the last few years, financial technology, commonly referred to as FinTech, has been used to describe a multitude of firms, activities, and capabilities for financial services.

Trending Legal Issue

3.0 Model Debenture SBIC Ltd Partnership Agreement Now Available

The SBIC has posted Version 3.0 of its Model Debenture SBIC Limited Partnership Agreement.

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Schiff Hardin Advises Wintrust in Acquisition of First Community Financial Corporation

Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the successful completion of its $30 million acquisition of First Community Financial Corporation, the parent company of First Community Bank, an Illinois state-chartered bank.

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SEC Enforcement Action Finds Confidentiality and Waiver Provisions in Severance Agreement Violate Dodd-Frank Whistleblower Protections

The SEC has settled an enforcement action with a public company, finding that severance agreements containing a confidentiality provision and a waiver of the right to claim a whistleblower award violate the SEC rule which prohibits impeding whistleblower communications to the SEC.

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Tax Talk: When Reporting Gifts at Discounted Values, a Qualified Appraisal is Crucial

In this article, we explain what constitutes a qualified appraisal and identify some pitfalls to avoid.

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The Fifth Pillar and FinCEN’s New Rules on Customer Due Diligence

FinCEN’s New Rules on Customer Due Diligence are not only significant in substance and scope, but will also require a substantial investment in time and money as covered financial institutions prepare to implement the new (fifth) pillar for an AML program in time for required compliance on May 11, 2018.

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The First Federal Civil Trade Secrets Law Is Now Effective

Trade secrets now enjoy the same type of federal protection afforded other forms of intellectual property, like trademarks, copyrights and patents.

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Comply or Resist? Responding to IRS Summonses Just Got More Complicated

The IRS’s power to obtain documents, electronically stored information, and even sworn testimony has often been likened to the broad investigative power of a grand jury.

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Employer-Sponsored Charities May Allow Businesses to Help Employees Affected by Recent Disasters

The destruction caused by Hurricanes Harvey, Irma, and Maria and the wildfires in California have led to an outpouring of charitable gifts and donations.

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FinCEN Renews Real Estate GTOs to Identify High-End Cash Buyers in Six Metro Areas

Yesterday, the Financial Crimes Enforcement Network (FinCEN) announced the renewal of certain Geographic Targeting Orders (GTOs) that temporarily place specific anti-money laundering-related reporting requirements on U.S. title insurance companies.

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New Partnership Audit Rules Will Radically Change Partnership Tax Examinations

The rules for auditing partnership income tax returns will change radically beginning in 2018.

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Preparing for the 2017 Proxy Season

With 2017 proxy season kicking off, we would like to remind clients and friends of some developments that could impact public company annual reporting for 2017.

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SEC Proposed Rule Changes Intended to Simplify Regulation S-K

The Securities and Exchange Commission (SEC) proposed rule amendments last week that are intended to both simplify and modernize Regulation S-K’s disclosure requirements.

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Tax Reform: House and Senate Have Agreement in Principle on Tax Reform

U.S. House and Senate Republicans have reached a deal that reconciles the differences between the House and Senate tax reform plans, paving the way for a final vote next week and final passage of tax reform by Christmas.

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U.S. Supreme Court Rules That An SEC Enforcement Claim For Disgorgement Is Subject To A Five-Year Statute Of Limitations

Today, the U.S. Supreme Court unanimously held that any claim for disgorgement in an SEC enforcement action must be commenced within five years of the date the claim accrued.

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U.S. Supreme Court to Decide Whether Failure to Make Required MD&A Disclosure Can Provide Basis for Damages Under Rule 10b-5

On March 27, the U.S. Supreme Court granted a petition for certiorari to decide whether a public reporting company can be held liable for damages under Rule 10b-5 of the Securities Exchange Act of 1934 for failure to include a disclosure mandated by an SEC rule.

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2018 Rising Trends in Corporate Climate Disclosures

The arrival of a new year marks the beginning of the annual proxy season. And this year, shareholders can expect to see a lot more climate change disclosure in 2017 corporate financials.

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2018 Rising Trends in Corporate Climate Disclosures

Schiff Hardin Energy & Environmental Law Adviser

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Congress Enacts New Law to Control Foreign Investments in the U.S.

President Trump signed into law the Foreign Investment Risk Review Modernization Act (FIRRMA) to modernize the CFIUS review process to address 21st century national security concerns today. Congress enacted FIRRMA as Title XVII of the Fiscal Year 2019 National Defense Authorization Act, HR 5515.

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Eat, Drink, and Deduct (50 Percent At Least)

In December 2017, Congress passed major changes to the tax laws.

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It’s Not Just About Sales Taxes

With its decision in South Dakota v. Wayfair, the U.S. Supreme Court substantially eliminated the distinction between brick-and-mortar business and e-commerce, for purposes of state laws obligating sellers to collect and remit sales taxes.

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New Pass-Through Deduction Presents Tax Planning Opportunities for Pass-Through Owners

The Tax Cuts and Jobs Act (the “Act”) will dramatically change the tax treatment of income from many partnerships, limited liability companies, and S corporations.

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Qualified Opportunity Zones: An Introduction to New Opportunities under the 2017 Tax Cuts and Jobs Act

The IRS and Treasury Department issued proposed regulations that explain how investors can take advantage of the statute’s unique opportunity for deferral and exclusion of capital gains taxes by investing in designated distressed communities or QOZs.

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SEC Updates Disclosure Requirements

The Securities and Exchange Commission (SEC) has adopted amendments to certain disclosure requirements.

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We’re Not in South Dakota Anymore, Toto

At first glance, one might conclude that the U.S. Supreme Court’s decision in South Dakota v. Wayfair would have an immediate impact only on those out-of-state vendors that sell goods and services into South Dakota.

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Foreign Minority Investors Beware: CFIUS Issues New Regulations to Implement the 2018 FIRRMA Statute

It is increasingly popular for overseas investors to purchase minority interests such as limited partnerships in U.S.-based companies or funds.

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New HSR Thresholds to Take Effect Soon

On February 15, 2019, the Federal Trade Commission (FTC) announced upward revisions to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino (HSR) Act.

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SEC Adopts FAST Act Disclosure Simplification and Modernization Amendments

On March 20, 2019, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify Regulation S-K’s disclosure requirements and related rules and forms, as required by the Fixing America’s Surface Transportation (FAST) Act.

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SEC Issues Proposed Regulations that Aim to Modernize and Streamline Disclosures Required Under Regulation S-K

The Securities and Exchange Commission (SEC) issued proposed regulations earlier this month that would amend three of the disclosure items required under Regulation S-K:

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Attorney-Client Privilege in Illinois Ownership Disputes: Accessing Privileged Documents

Business divorces are often messy. Those who individually or collectively control a private business sometimes seek to force out owners of non-controlling shares.

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Attorney-Client Privilege in Illinois Ownership Disputes: Protecting Privileged Documents

This post explains steps that Illinois LLCs and their majority members can take to protect otherwise privileged communications from disclosure to minority members in advance of and during litigation.

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Attorney-Client Privilege in Ownership Disputes: Illinois Corporations and Other Jurisdictions

This post explains the rules that apply to Illinois corporations and business entities organized in other jurisdictions.

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CARES Act: $150 Billion Appropriated for COVID-19 Relief to State and Local Governments

The Coronavirus Aid, Relief, and Economic Security (CARES) Act appropriates $150 billion toward COVID-19 relief for fiscal year 2020. The vast majority of this amount will go to the states, although $3 billion is reserved for distribution to the District of Columbia and U.S. territories, and $8 billion will go to Tribal governments.

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CARES Act: $500 Billion Economic Stabilization Fund for Severely Distressed Businesses

Under the CARES Act, a $500 billion pool of money was created to make loans, loan guarantees, and other investments for distressed businesses that do not qualify for the small business relief, including airlines, large nonprofit companies, states, and municipalities.

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CARES Act: What’s In It for Small Businesses and Small Business Owners?

The Coronavirus Aid, Relief, and Economic Security (CARES) Act provides $2 trillion in stimulus in response to the COVID-19 pandemic.

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Changes Proposed to Paycheck Protection Program in Newly Passed House Bill

The U.S. House of Representatives earlier today passed H.R. 7010, the Paycheck Protection Program Flexibility Act of 2020, in a 417-1 bipartisan vote.

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Continuing Business Operations Under Statewide “Shelter in Place” or “Stay at Home” Orders

As of this alert, governors from California, New York, and Illinois have issued “shelter in place” or “stay at home” orders requiring all residents to stay at home, subject to certain exceptions, in response to the COVID-19 pandemic.

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DOJ’s Big Reveal on How to Avoid Corporate Criminal Prosecutions

Two months ago, the U.S. Department of Justice (DOJ) updated its guidance to aid federal prosecutors in making charging decisions or, later, sentencing decisions.

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Four Considerations When Entering Into a 50/50 Business Relationship

Unlike businesses with a single controlling owner or several owners, a 50/50 business by its very nature is ripe for disagreement between its owners. Owners of a 50/50 business will need to proactively consider how to handle disagreements when setting up their business venture and drafting their operating agreement, shareholders agreement, or partnership agreement.

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Illinois Announces Two-Month Sales Tax Payment Relief for Small Bars and Restaurants

On March 19, 2020, as part of the State of Illinois' efforts to combat disruptions caused by the coronavirus pandemic, the Illinois Department of Revenue announced that it is waiving for two months all penalties and interest that would be imposed on late payments by registered Illinois retailers operating small eating and drinking establishments for sales tax liabilities that are due for the February, March, and April 2020 reporting periods.

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IRS Delays Tax Payment Deadline, But Be Certain to File on Time

U.S. Treasury Secretary Steven Mnuchin announced today that individual taxpayers can defer federal tax payments of up to $1 million for 90 days.

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IRS Formalizes Federal Income Tax Relief and Delayed Tax Payment Deadline

The IRS released Notice 2020-17 on March 18, 2020, formalizing the relief announced the previous day by U.S. Treasury Secretary Steven Mnuchin, which extended the time to pay certain taxes by 90 days.

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IRS Formalizes Tax Filing Deadline to July 15

Late on Friday, the IRS formalized U.S. Treasury Secretary Steven Mnuchin’s announcement earlier in the day regarding the extension of the tax filing deadline to July 15 by issuing Notice 2020-18, which contains several important clarifications.

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IRS Guidance: No Tax Deductions Allowed for PPP-Paid Expenses

On April 30, the IRS released guidance providing that Paycheck Protection Program (PPP) loan borrowers may not deduct costs that are paid for with loan proceeds that are forgiven under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.

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IRS Updates Operational Status and Introduces People First Initiative (and Illinois Extends Tax Filing and Payment Deadline)

Earlier this week, the IRS released updates on the status of its operations as the COVID-19 outbreak continues and also on the IRS’s new People First Initiative. In addition, Illinois extended its tax filing and payment deadline (but not the deadline to make estimated tax payments) to match the IRS July 15 deadline.

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Minority Shareholders: Seek These Rights Early On

Minority owners of a business face unique challenges. With limited or no control over the management and governance of a business, minority owners can be unfairly left in the cold or squeezed out. However, deliberate preparation and negotiation at the initial stages of the business can set up minority owners with the necessary tools to eliminate or reduce many of these difficulties and even avoid future conflict.

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Minority Shareholders: Understand Your Fiduciary Duties and How to Eliminate Them

When acquiring shares in a corporation, minority shareholders often evaluate the profitability of the corporation, the value of their shares, and what protections are in place to shield them from wrongdoing at the hands of the controlling shareholders.

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New HSR Thresholds to Take Effect Soon

The Federal Trade Commission (FTC) announced upward revisions to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino (HSR) Act last week.

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Public Companies: Heed SEC Guidance on Reporting Difficulties in Light of Coronavirus

The SEC has announced efforts to assist and guide market participants that may be impacted by the coronavirus. Public reporting companies should confer with their legal advisers regarding disclosure issues that may arise as a result of the global virus.

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Qualified Opportunity Zones, the Final Regulations: What’s New, What’s Changed, and What’s Stayed the Same

On December 19, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) released the final regulations relating to investment in Qualified Opportunity Zones (QOZ).

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SEC Amends Regulation S-K Disclosure Requirements Impacting Public Companies, Private Investors

On August 26, the U.S. Securities and Exchange Commission (SEC) adopted significant rule changes to Regulation S-K, including changes to risk factor disclosures by public reporting entities, which will impact public companies and private investors.

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SEC Expands Definitions of Accredited Investor and Qualified Institutional Buyer

On August 26, the U.S. Securities and Exchange Commission (SEC) adopted definitional changes that will impact private investors.

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SEC Extends Conditional Regulatory Relief and Issues Disclosure Guidance Regarding COVID-19

The SEC extended its previously granted public company regulatory relief and issued staff guidance yesterday regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.

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SEC Grants Conditional Regulatory Relief to Certain Companies and Market Participants Impacted by Coronavirus

The U.S. Securities and Exchange Commission (SEC) issued an order that grants conditional regulatory relief for certain publicly traded company filing obligations in light of the rapidly spreading coronavirus pandemic.

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SEC Issues Guidance for Annual Shareholder Meetings During Coronavirus Pandemic

U.S. Securities and Exchange Commission (SEC) staff announced guidance to assist public companies with facilitating their upcoming annual shareholder meetings during the ongoing COVID-19 pandemic.

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SEC Provides Informal Guidance on COVID-19 Relief Regarding Incorporation by Reference of Information from Proxy Materials into Form 10-K

On March 25, the U.S. Securities and Exchange Commission (SEC) granted public company regulatory relief and issued Staff guidance regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.

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SEC Urges Companies to Provide Robust, Forward-Looking Disclosure on COVID-19 Impact in Earnings Releases and Investor Calls

In anticipation of the raft of earnings releases and analyst and investor calls that will take place in the next few weeks, the U.S. Securities and Exchange Commission (SEC) issued a public statement in which SEC Chairman Jay Clayton and Director of the Division of Corporation Finance William Hinman urge issuers to provide robust, forward-looking disclosures regarding the impact of COVID-19 in their upcoming earnings releases and analyst and investor calls.

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Senate Approves Additional Funding for Small Businesses

Earlier today, the U.S. Senate passed a bill appropriating additional funding to the Paycheck Protection Program, which ran out of funds in the middle of last week. The House is expected to pass the measure on Thursday, after which President Trump is expected to sign it into law.

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Treasury Secretary Extends Tax Filing Deadline to July 15

In a tweet this morning, U.S. Treasury Secretary Steven Mnuchin announced that the IRS is extending the tax filing deadline from April 15 to July 15.

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UPDATE: Continuing Business Operations Under More Statewide “Shelter in Place” and “Stay at Home” Orders

Since last week when we wrote about the “shelter in place” and “stay at home” orders issued in California, New York, and Illinois, many more states have issued similar orders. The general discussion from our prior alert still applies, but below is an up-to-date list of the states that have adopted the stay-at-home approach to fighting the spread of COVID-19.

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What the Stay-At-Home Executive Order Means for Michigan Businesses

Michigan Governor Gretchen Whitmer today issued Executive Order 2020-21, imposing a mandatory stay-at-home regime throughout Michigan, taking effect at midnight on Monday, March 23, and lasting through April 13 at 11:59 p.m.

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ARPA Payroll Tax Credits Include Leave Taken by Employees to Receive or Recover from COVID-19 Vaccinations

The American Rescue Plan Act of 2021 (ARPA) allows employers with fewer than 500 employees to claim refundable tax credits to offset the cost of providing COVID-19-related paid sick and family leave to employees, including leave taken by employees to receive or recover from COVID-19 vaccinations.

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Attorney-Client Privilege in Ownership Disputes: Facebook Shareholder Barred From Accessing Privileged Company Documents

A recent Delaware court decision rejecting a Facebook, Inc. shareholder’s attempt to access the company’s attorney-client privileged documents concerning a Federal Trade Commission (FTC) investigation shows that, as we previously explained, it remains difficult in most jurisdictions for a shareholder to obtain its corporation’s attorney-client communications.

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Attorney-Client Privilege in Ownership Disputes: Three Ways Companies Can Shield Privileged Communications From Their Directors

Directors owe fiduciary duties to the company. To make informed decisions and satisfy those fiduciary duties, directors generally have broad access to the company’s books and records.

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Business Tax Changes in the Illinois 2022 Budget

On June 1, 2021, the Illinois General Assembly passed S.B. 2017, implementing the State of Illinois budget for the 2022 fiscal year, which Governor J.B. Pritzker is expected to sign. The bill includes several material changes to Illinois state taxes affecting many businesses.

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Common Ways to Resolve Disputes and Deadlocks in a 50/50 Business

At some point in a business relationship, differences of opinion are likely to arise. In businesses where there are equal owners of the company, it is important to ensure that there are carefully drafted governing documents or a standalone buy/sell agreement that detail the process for resolving a conflict or impasse.

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Corporate Transparency Act: Federal Beneficial Ownership Disclosure Requirements Are Coming

Many corporations, limited liability companies, and other similar entities will soon be required to disclose their beneficial owners to the United States government.

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Death, Disability, Divorce, and Disputes: Know What Your Company’s Governing Documents Dictate in the Event of a Crisis

2020 was an unprecedented year for business owners. It brought a pandemic, a deep recession, a civil rights movement, and civil unrest in cities across America.

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FinCEN Seeks Public Comment on Corporate Transparency Act

On April 1, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an Advance Notice of Proposed Rulemaking (ANPRM) to solicit comments from the public on issues relevant to the implementation of the Corporate Transparency Act (CTA). The CTA was enacted into law as part of the National Defense Authorization Act for Fiscal Year 2021.

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Theranos Founder Elizabeth Holmes’s Trial Tests Attorney-Client Privilege

Elizabeth Holmes, founder and ex-CEO of now-defunct blood testing start-up Theranos, is once again making headlines, this time for her upcoming criminal trial and related court proceedings.

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Two Common Threshold Issues in LLC Ownership Disputes: Choice of Law and Subject Matter Jurisdiction

Ownership disputes often arise from a common scenario: a few friends start an LLC together. The friends each take an ownership interest in the LLC and decide to organize their LLC under Delaware law. Over time, the business grows, but the friendship crumbles. The friends disagree about the direction of the business, resulting in a dispute over control of the company. Despite the friends’ best efforts to resolve the dispute amicably, litigation seems likely.