Retrospective: U.S. Cybersecurity and Privacy Developments in 2023

By: Peter Bogdasarian and Alycia M. Vivona For much of 2023, it seemed like barely a week would pass by without a new data breach or privacy violation finding its way into the headlines, making it clear that the threat actors of the world have not given up. In response, last year saw several significant […]

The Looming Tax ‘Armageddon’

“Yeah, one more thing, um … none of them wanna pay taxes again. Ever.” — Harry Stamper (Bruce Willis), “Armageddon” (1998) With a flurry of changes to tax laws starting with the Tax Cuts and Jobs Act of 2017 (TCJA) and continuing through the early COVID-19 years, the pace and scope was dizzying to business […]

Reflecting on 2023 — and Projecting for 2024 — in M&A Transactions

Over much of the last year, M&A activity saw a significant slowdown globally — one not seen for a decade. Economic uncertainties, interest rate increases, market volatility and geopolitical instability all converged to create an adverse environment for both buyers and sellers. Given that several of these factors will extend into the next year, what […]

Negotiating Software Licensing Agreements in the Generative AI Era

In the ever-evolving landscape of technology, the emergence of generative artificial intelligence has ushered in a new era of possibilities. Unlike traditional software, generative AI possesses the ability to create, innovate and even surprise its users. As legal professionals, we stand at the crossroads of this profound technological advancement, tasked with negotiating software licensing agreements […]

Net Operating Loss Tax Credits and Trading Injunctions in Chapter 11 Cases

Net operating losses (NOLs) represent a valuable asset for corporations realizing a net loss in a given year. The Internal Revenue Code permits taxpayers, including corporations, to carry forward NOLs to offset against taxable income and reduce tax liabilities for future years. However, as they are generally not transferable, the IRS Code limits corporations from […]

Private Company Stock Buybacks and Tender Offers: Useful Tools If You Follow the Rules

In assessing whether voluntary stock repurchases or tender offers may make sense for a privately held company, there are several business and legal factors to consider. Public companies regularly use open-market stock repurchase programs, individually negotiated stock repurchases and issuer tender offers for various reasons. These include acquiring company shares they believe are undervalued, providing […]

Loan Workout Strategies: What Can Companies Expect?

The market has seen a steady rise in the number of troubled commercial loans over the last few months. Consequently, companies and their financial officers who previously had minimal experience with loan workouts are faced with varying proposals from their lenders on how to restructure credit facilities and operations. Many companies will go through this […]

Benefits of a Sell-Side Quality of Earnings Report

In merger and acquisition transactions, a quality of earnings (QofE) analysis is an important piece of financial accounting due diligence. A reputable independent accounting or other advisory firm that has an extensive background in conducting financial due diligence and expertise in the target company’s industry should be used to prepare the QofE report, which involves […]