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Florida enacts a new revised Limited Liability Company Act

Holland & Knight LLP
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USA
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May 13 2013

On May 3, 2013, as the last act of the 2013 Florida Legislature, the House passed into law the new Florida Revised Limited Liability Company Act (the

Responding to California’s Transparency in Supply Chains Act

Holland & Knight LLP
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USA
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April 25 2012

Sweeping new legislation that went into effect in California earlier this year requires qualifying companies to detail and publicly disclose the nature and scope of their corporate compliance efforts to eliminate human trafficking, slavery and child labor from their global supply chains

Delaware court finds that operating agreement language did not preempt action by written consent permitted by statute

Holland & Knight LLP
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USA
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July 30 2012

On May 29, 2012, the Delaware Court of Chancery issued a decision in a case that concerned whether the language in the operating agreement of a limited liability company (LLC) prescribed the sole manner by which the LLC's members could vote, preempting the statutory default provisions that allow for action by written consent

Maintaining a California subsidiary may expose foreign corporations to service in California

Holland & Knight LLP
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USA
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March 17 2011

A recent California Court of Appeals ruling greatly expands the exposure of foreign corporations to suit in California

SEC clarifies disclosure for grants subject to negative discretion in proxy

Holland & Knight LLP
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USA
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March 8 2010

Effective March 1, 2010, the SEC Staff issued a new Compliance and Disclosure Interpretation (CDI) addressing incentive plan awards that allow the compensation committee to exercise "negative discretion" to reduce the amount earned pursuant to the award consistent with Section 162(m) of the Internal Revenue Code

COSO seeks public comment on its proposed internal control over external financial reporting

Holland & Knight LLP
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USA
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October 8 2012

On September 18, 2012, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) released an exposure draft of its Internal Control over External Financial Reporting: Compendium of Approaches and Examples (ICEFR

Chief Accountant reminds lawyers that GAAP and not the ABA-auditor treaty governs loss contingency disclosure

Holland & Knight LLP
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USA
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February 28 2011

At a recent New York Bar Association conference, Wayne Carnall, Chief Accountant of the SEC's Division of Corporation Finance, warned registrants to avoid relying on the long-standing ABA-auditor "treaty" between lawyers and auditors when deciding what to report about litigation contingencies in financial statements

Delaware court re-affirms Reves test and determines promissory notes to be "securities"

Holland & Knight LLP
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USA
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June 4 2012

On May 23, 2012, the Delaware Court of Chancery issued an opinion that analyzed whether (1) promissory notes were securities, and (2) if so, whether their issuance without preferred shareholder approval violated preferred shareholders' rights when such shareholders had consent rights over the issue of "any security."

GSA to terminate small business GWACs when contractor re-represents as large due to merger or acquisition

Holland & Knight LLP
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USA
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June 6 2011

On April 19, 2011, the General Services Administration's Small Business Governmentwide Acquisition Contract (GWAC) Center emailed a document titled "Industry Partner Advisory" to the holders of three GWACs managed by the Center: 8(a) STARS, VETS and Alliant Small Business

ESOPs a way to provide liquidity for minority shareholders: ESOPs can provide a closely held company with a market for its stock and resolve its shareholders’ liquidity needs

Holland & Knight LLP
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USA
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December 10 2010

Picture the following situation involving shareholders of a closely held corporation

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