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Alston & Bird LLP

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Accounting for earnouts under financing agreements

USA - June 11 2014 An earnout, also known as “contingent consideration” in accounting parlance, is a contractual provision in an acquisition agreement that adds a

Convertible preferred equity certificates

Luxembourg, USA - July 13 2011 Instruments may be treated as debt for foreign income tax purposes but as equity or U.S. tax purposes

A signed and “accepted” proposal does not constitute a contract if the signature was induced for discussion purposes only

USA - October 24 2008 In Thomas Builders, Inc. v. Patel, Et Al., a construction company sought damages for breach of contract after a businessman signed and “accepted” the construction company’s proposal but then failed to use the company

What proof is necessary to validate a subcontractor back charge?

USA - February 5 2009 Across the board, there are not a lot of court decisions that get into the details of many of the typical problems that are seen on a troubled construction project

Indemnity for active negligence or willful misconduct now prohibited in California

USA - June 27 2013 Normally, a general contractor performs little or none of the work on a construction project with its own forces. Instead, subcontractors perform the

IRS announces rules on transfers to foreign partnerships

USA - August 17 2015 On August 6, 2015, the IRS issued Notice 2015-54 (the Notice), describing regulations under Section 721(c) meant to ensure that gain is recognized

Five questions curious minds want to know about the Joint Comprehensive Plan of Action with Iran

Iran, USA - August 17 2015 U.S. and non-U.S. companies and financial institutions are struggling to understand the implications for their business if and when sanctions on Iran

New proposals from California Governor: will CEQA be fixed? Or will it get more complex and unwieldy?

USA - August 12 2015 The California Governor's Office is seeking input on their proposals to update the CEQA Guidelines by October 12, 2015. They have released a

Important developments on overpayment liability under the False Claims Act

USA - August 12 2015 On August 3, 2015, the U.S. District Court for the Southern District of NewYork issued the first judicial opinion interpreting the Affordable Care

Statute of repose begins to run on substantial completion

USA - August 5 2015 In State v. Perini Corp., the State of New Jersey brought suit against Perini (the design-build general contractor), the architect, the principal