SEC requirements on SPACs are ramping up. The last time they did so, blank-check companies languished. How will greater scrutiny this time round impact the momentum of SPACs in play and in the planning stages? By Brad H. Hamilton, April 20, 2021 The surge in today’s market darling special-purpose acquisition companies (SPACs) has the SEC [...]
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2021 may be the year the IRS dramatically increases partnership tax audits. By Brad H. Hamilton, January 21, 2021 On September 1, 2020, as a first step in its stated intention to increase Partnership audits in 2021, the Internal Revenue Service added a new section on its website at IRS.GOV entitled: BBA Centralized Partnership Audit [...]
The U.S. Corporate Transparency Act requires reporting of controlling owners of corporations, LLCs, limited liability partnerships and other business entities to the U.S. Department of Treasury. By Brad H. Hamilton and Marika Rietsema Ball, January 5, 2021 On January 1, 2021 the United States Senate voted to override the Executive veto of the National Defense [...]
November 10, 2020 By Brad H. Hamilton and Marika Rietsema Ball On November 2, 2020 the Securities and Exchange Commission (the “SEC”) made several helpful changes to its securities private placement and “Reg A” regulatory scheme that will assist start-ups, and small and growing businesses in offering securities and raising money from investors. The SEC [...]
FORCE MAJEURE, IMPOSSIBILITY, IMPRACTICALITY, FRUSTRATION OF PURPOSE, AND OTHER CONTRACT HOT BUTTON ISSUES Brad H. Hamilton - September 9, 2020 1. FORCE MAJEURE force majeure (fors ma-zhər) [Law French “a superior force”] (1883) An event or effect that can be neither anticipated nor controlled; esp., an unexpected event that prevents someone from doing or completing [...]
By Brad H. Hamilton, August 27, 2020 On August 26, 2020 the Securities and Exchange Commission announced its long-awaited update to the definition of an 'accredited investor,' and the resulting changes are underwhelming for issuers, entrepreneurs, and start-ups. "Accredited investors" now include individuals with SEC Series 7, 65 and 82 licenses (licensed securities brokers and [...]
April 27, 2020 by Brad H. Hamilton Colorado Governor Polis recently summarized a phased economic reopening approach comprising a transition from “Stay at Home” to a “Safer at Home” policy, which will begin allowing businesses to reopen sometime in the week of April 27. Denver and other cities have vetoed that plan and openings will [...]
Breach of Contract in the Time of Corona April 22, 2020 by Brad H. Hamilton Business in the United States runs on contracts; more precisely, it runs on transactions, but every transaction is a contract. Some contracts are detailed written documents. Some are less comprehensive, like purchase order forms and invoices. Others are based on [...]
Disclosure: My law firm, Jones & Keller, PC; in particular my partner David Zisser, associate Krystyna Wamboldt, and assistant Kaydee Carson, represented the successful petitioner, David F. Bandimere. January 23, 2017 – Administrative law judges, and administrative law courts, are nothing new. Many federal and state government agencies use “in-house” administrative law courts to adjudicate [...]
