Leading Delaware Firms Offer Guidance on Corporate Governance in Light of COVID-19

Guidelines for Payment of Dividends during the COVID-19 Pandemic In light of the fact that boards of Delaware corporations may have declared dividends before the current crisis arose, we understand that they may be reassessing whether to proceed with payment. While there are many cases indicating that the declaration of a dividend generally creates a

SCOTUS Adopts “No Fair Ground of Doubt” Standard for Violations of Bankruptcy Discharge Order

In a unanimous decision, the U.S. Supreme Court ruled recently in Taggart v. Lorenzen that a creditor in a bankruptcy case may be held in civil contempt, and subject to sanction, where there is “no fair ground of doubt” about whether the discharge order barred the creditor’s conduct. Creditors engaging with consumers post-discharge often face litigation for

SEC Special Report: Rampant Business Email Compromises Require Reassessment of Internal Accounting Controls

On October 16, 2018, the SEC released a “Report of Investigation” calling for public companies to reassess their internal accounting controls “in light of emerging risks, including risks arising from cyber-related frauds.” In particular, the report focuses on certain types of “business email compromises” (BECs), in which a bad actor uses spoofed or compromised email

DOJ Targeting Private Equity Firms in False Claims Act Litigation

The False Claims Act (FCA) has long been a powerful tool for the federal government to generate large recoveries from government contractors, including companies in the healthcare industry. In fiscal year 2017 alone, the US Department of Justice (DOJ) recovered more than $3.7 billion in settlements and judgments in civil cases brought under the FCA.

NJ Appellate Court Affirms Decision Denying Interest Expense Addback Exception

The New Jersey Superior Court, Appellate Division, has affirmed the Tax Court’s decision in Kraft Foods Global Inc., in which a taxpayer’s deduction for related-party interest expense was disallowed for corporation business tax purposes (decision available here). Background The only issue before the court was whether the Division of Taxation (the “Division”) properly added back

Rail Park Redux

The first phase of Philadelphia’s version of The Highline opened on June 14. Located between Broad and Noble Streets on the one hand, and 11th and Callowhill Streets on the other, The Philadelphia Rail Park has added a slice of green to a formerly industrialized, warehouse district just north of Chinatown. The Park has been

SEC Ratchets Up Enforcement Against Attorneys in Microcap Space

Introduction Earlier this year, SEC Chairman Jay Clayton fired a warning shot across the bow of practicing securities attorneys: “act responsibly and hold [yourselves] to high standards.” Chairman Clayton specifically called out members of the securities bar advising clients on initial coin offerings (ICOs) that were not being registered with the SEC under the federal

ABA Panel Evaluates the Legacy of the Truth in Lending Act on its 50th Anniversary

May 29, 2018 marked 50 years since the passage of the Truth in Lending Act. The law is considered one of the most important federal consumer protection laws, applies to the vast majority of consumer credit transactions, and is the subject of frequent amendment and regulatory interpretation. For the occasion, the American Bar Association convened