Below is a recap of recent posts to the Stradley Ronon Business Vantage Point blog. Articles on timely topics impacting ownership, operation and financing of businesses across industries written by our trusted advisers are posted regularly on the site. If you haven’t yet subscribed, please click here to ensure you don’t miss any upcoming articles.
IN THE AUGUST ISSUE:
A Look at Act 59 of 2024: Clarifications to Pennsylvania Business Organizations Law
Pennsylvania Gov. Josh Shapiro signed House Bill 1716 into law on July 15, officially designating it Act 59 of 2024. Act 59 ushers in crucial clarifications to Title 15 of the Pennsylvania Consolidated Statutes regarding Corporations and Unincorporated Associations. Read More...
Delaware High Court Rejects Bylaw Revisions Made to Thwart Hostile Takeover Bid
The Delaware General Corporation Law grants stockholders and directors wide latitude to pass and implement corporate bylaws, and the boards of Delaware companies may be tempted to revise bylaws in the face of a hostile takeover bid to help defend against that bid. However, the Delaware Supreme Court recently issued an important decision reaffirming its willingness to strike down bylaws issued in such situations under a two-pronged “enhanced scrutiny” test. Read More...
DOJ’s Whistleblower Pilot Program Pays Employees to Report Misconduct
Law enforcement officials are now offering money to employees to report their colleagues’ and employers’ bad conduct. A new program implemented by the U.S. Department of Justice (DOJ) incentivizes employees to report corporate misconduct directly to the government rather than inform employers about their concerns. The DOJ’s Corporate Whistleblower Awards Pilot Program, launched August 1, offers payments to employees who become successful whistleblowers and increases the pressure on companies to self-report wrongdoing to authorities. This new program supplements similar successful programs already in place at other federal agencies, including the U.S. Securities and Exchange Commission (SEC), Commodity Futures Trading Commission, Internal Revenue Service (IRS) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Now, employees at private corporations, partnerships and even nonprofits who might not have been compensated in the past for reporting wrongdoing to the government are incentivized to do so. Read More...
Promises, Promises: Why Buyers Must Include Anti-Reliance Provisions in Purchase Agreements
A recent decision by the Delaware Court of Chancery emphasizes the importance of strong integration and non-reliance clauses, especially when a seller stands to receive an earnout payment. In Trifecta Multimedia Holdings v. WCG Clinical Services, the court ruled certain pre-transactions representations made by defendant WCG Clinical Services LLC were actionable for fraud in the absence of a specific anti-reliance provision. Read More...
Election Year Essentials for Section 501(c)(3) Organizations
At the height of an election year, it is a good time to remind nonprofits under Section 501(c)(3) of the Internal Revenue Code about the rules on political campaign activities tied to their tax exemption ― one of the trade-offs that go hand in hand with the benefit of being exempt from income taxes. Usually, by the presidential conventions in the summer, we have moved past some of the vague questions about who qualifies as a candidate and on to what activities are permitted and prohibited. However, given the changes in this election cycle, it’s worth a second look at those questions as well. Read More...
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