A private letter ruling request is a request to the IRS by a taxpayer (an individual, business, or other entity) requesting the IRS to address, in writing, a specific tax situation that applies to the...
The ever-growing number of environmental laws has significantly affected real estate acquisitions. Nearly every purchase agreement will contain environmental representations and warranties, with the seller...
Environmental, social, and governance (ESG) remains an area of intense focus for private fund sponsors, private fund investors, and government regulators. Despite certain regulatory and political headwinds...
Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all...
Understand the role of ADR mechanisms in drug, medical device, biologics, and other life sciences agreements. Read now » Related Content Life Sciences Due Diligence Considerations in M&A...
This practice note outlines considerations for investment managers as they navigate securities ownership thresholds and accompanying reporting requirements. There are several reporting and filing regimes that apply to the acquisition of different amounts of ownership of the securities of a U.S. company, and various approaches used to determine such "ownership." These includes the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the Exchange Act), quarterly Form 13F filing requirements for institutional investment managers under Section 13(f) of and Rule 13f-1 under the Exchange Act, and Section 16 disclosure and disgorgement requirements under the Exchange Act.
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