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| BUSINESS INFORMATION FOR CLIENTS AND FRIENDS OF
SHUMAKER, LOOP & KENDRICK, LLP
Volume 6, Number 1
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Interesting North Carolina
Business Law Changes for 2012
By: Jack Santaniello
Adjustments to Net Income of a Corporation:
The North Carolina Secretary of Revenue may adjust the net income of a corporation or require a combined return of corporations under certain circumstances. Revisions to Part 1 of Article 4 of Chapter 105 of the North Carolina General Statutes states that if the corporation's intercompany transactions lack economic substance or are not at fair market value, the Secretary of Revenue may redetermine the state net income of the corporation properly attributable to its business carried on in the state under that section.
Jack Santaniello is a partner in the corporate, franchising and intellectual property law practice groups in the
firm's Charlotte office.
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Selected Employment Issues
in Mergers & Acquisitions
Along with the many other issues that arise in a merger or acquisition, you must be careful to review the following employment-related issues:
Employment Agreements. Identify which employees have signed employment agreements. Review the terms, paying special attention to covenants not to compete, stock options, loans, compensation, and the duration of the agreements. Determine whether the agreements are assignable to the new entity.
Confidentiality, Assignment, and Noncompetition Agreements. Determine which employees have signed these types of agreements (if they do not have employment agreements already containing these provisions). Review the terms to ensure that they adequately protect the successor's confidential business information and intellectual property.
>Read More
Mechelle Zarou is a partner in the labor and employment
practice group in the firm's Toledo office.
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IT in the Current M&A Market
By: Brandy Milazzo
M&A activity appears to be returning to, and may even exceed, levels seen in the middle of the last decade, if the effects of the financial meltdown do not continue to haunt us. As one commentator has noted:
"If 2010 was the year in which mergers and acquisitions got back off the mat, 2011 could be the year in which it starts throwing haymakers. Global M&A has totaled $309 billion since January 1, according to data from Thomson Reuters. That's a 69% jump over the same period in 2009, and represents the busiest start since 2000."[1]
>Read More
Brandy Milazzo is a partner in the corporate
practice group in the firm's Charlotte office.
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Dealing with Uncertainty in
Mergers & Acquisition Transactions
By: Julio Esquivel, Ben Hanan,
and Greg Yadley
Over the last two years, since the nadir of the financial crises, M&A activity has been on the rise. In 2010, total U.S. M&A activity rose to 1,933 deals from 1,116 deals in 2009, an increase of 73%. Thus far in 2011, overall U.S. M&A deal volume remains healthy, with nearly 1,000 closed transactions in the first half of 2011, up nearly 30% from the prior year period. This trend should continue, given the unprecedented amount of cash on the balance sheets of many corporate buyers, limited opportunities for organic growth, the increasing availability of leverage (at historically low interest rates), and the need for hedge funds to invest their so-called "dry powder" or liquidate their portfolio investments as a result of their investment mandates.
Volatility in the marketplace. Nevertheless, significant, ongoing financial concerns remain, led by fears of a European debt crisis, intransigent high unemployment, a glut of foreclosures, the potential for a double-dip U.S. recession, the recent downgrade of U.S. debt, and our seemingly dysfunctional political system.
>Read More
Julio Esquivel and Greg Yadley are partners in the corporate practice group in the firm's Tampa office.
Ben Hanan is a partner in the corporate and trust and estates practice groups in the firm's Sarasota office.
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The contents of this Dividends newsletter are offered as general information only and are not intended for use as legal advice on specific matters. IRS Circular 230 Notice: We are required to advise you no person or entity may use any tax advice in this communication or any attachment to (i) avoid any penalty under federal tax law or (ii) promote, market or recommend any purchase, investment or other action. |
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