At Last! Delaware Law Provides Exculpation Protection to Corporate Officers

Since the 1980s, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) has enabled Delaware corporations to provide exculpation from breaches of the fiduciary duty of care to directors – but not officers – in certain circumstances.  Officers can now come in from the cold, as Section 102(b)(7) has now been amended to provide […]

The SEC Strikes Again: Shareholder Proposals and Proxy Voting Advice

On July 13, 2022, the SEC took a number of actions that appear to demonstrate its fealty to the investor community.  The areas affected by these actions are proxy voting advice – i.e., the voting recommendations issued by Institutional Shareholder Services, Glass Lewis, and others – and issuers’ ability to exclude certain shareholder proposals. First, […]

Property Owners Denied Agricultural Classification Face Deadline to Appeal; Risk Paying Higher Ad Valorem Property Taxes  

Florida’s Greenbelt Law provides significant property tax savings to those who can demonstrate the good faith commercial agricultural use of property, defined in Rule 12D-5.001 as the pursuit of an agricultural activity for a reasonable profit or at least upon a reasonable expectation of meeting investment cost and realizing a reasonable profit.     If you […]

Recent Notable Federal & Florida Estate Planning Law Developments

Little Potential for Adverse 2022 Federal Tax Legislation  Despite determined congressional Democrat efforts last year, the Build Back Better (“BBB”) bill failed to pass, even after most of its adverse income, gift, estate, and generation-skipping transfer (“GST”) changes were stripped out.  This year, President Biden in his budget “Greenbook” reproposed many of those same adverse […]

SEC to Save Trees: Electronic Filing to Be Required for Form 144 and Other Items

On June 3, 2022, the SEC announced that it had adopted amendments to require electronic filing or submission of a number of forms that can currently be filed or submitted in paper format.  The forms covered by the amendments include the following: so-called “glossy” annual reports to security holders; Form 144, which reports planned sales […]

Crypto Alert – New Risks Come to Light for Investors

Investors should be aware that as cryptocurrency “exchanges” and brokers evolve, risks exist regarding investors’ holdings with exchanges.  Recently, a new risk was disclosed regarding potential bankruptcies of exchanges and investors’ holdings.  Unlike equities and other marketable securities, cryptocurrency exchanges are not covered under the same existing federal laws.  “Investor assets” at those exchanges may […]

Ukraine on My Mind: A Reminder from the SEC

On May 3, 2022, the SEC’s Division of Corporation Finance issued a reminder that public companies “may have disclosure obligations” arising from Russia’s invasion of Ukraine.  The SEC reminder stated that “companies should provide detailed disclosure, to the extent material or otherwise required,” regarding the following matters: exposure to Russia, Belarus, or Ukraine through operations, […]

Transactions with Cryptocurrency – Beware of Unintended Tax Consequences

Cryptocurrency is increasingly being used by people to transact business and the day is fast approaching where you may be able to do things like pay your taxes with cryptocurrency.  Indeed, in recent years, Tesla has sold cars for Bitcoin, Sotheby’s sold a Banksy for Bitcoin, NFL players have contracted to be paid in Bitcoin, […]

SEC Proposes New Rules for SPACs, Shell Companies, and Projections Disclosures

On March 30, 2022, continuing its rulemaking rampage, the SEC proposed new rules and amendments to “enhance” (the SEC’s current word of choice) disclosures relating to both IPOs of SPACs and business combinations between SPACs and operating companies – known as deSPAC transactions.  The proposals would change the Securities Act treatment of business combinations involving […]

New Law in Florida to Affect Mandatory Employee Trainings

On March 10, 2022, the Florida Senate passed HB 7, otherwise known as the “Stop WOKE Act.” Governor Ron DeSantis is expected to sign the bill into law. If enacted, effective July 1, 2022, the law will amend the Florida Civil Rights Act (“FCRA”) to include a prohibition on mandatory employee trainings regarding certain topics […]


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