Many privately held companies do not presently need or desire an independent board of directors. Frequently, these companies are managed and owned by a small group of individuals – or even a single individual – who are wary of ceding authority. However, the CEO of a private company may find that he or she could…

Henry C. Blackiston If you are a member of the Compensation Committee of a public company, you have your work cut out for you. The passage of Sarbanes-Oxley some years ago, the passage of section 409A of the Internal Revenue Code and adoption of over 300 pages of related regulations, the SEC proposals on Proxy…

A limited liability company has historically been considered an attractive structure for an entity based upon its flexibility in organizational structure (like a corporation or partnership), its taxation as a pass-through entity (like a partnership) and the owners’ limited liability for actions and debts of the company (like a corporation). Based on two recent Delaware…

As an entrepreneur or principal of a small business, particularly a start-up company, you have probably pursued or considered pursuing funding from a variety of sources, including debt financing, equity financing from friends and family or “angel” investors, and equity financing from a venture capital (“VC”) firm. This article focuses on the myriad aspects, both…

As a business owner, it is important to recognize that your business is not just where you work, but probably represents a significant portion of your net worth and your largest asset. The ability to monetize that asset is the most important financial event of your life. If you want to have a successful exit…

Many businesses grant equity interests to key employees or other service providers in an effort to incentivize them to help grow the business. Businesses organized as corporations often turn to the grant of stock options in order to accomplish this goal. However,  limited liability companies (“LLCs”) have the advantage of being able to issue a…

April 2018: Joseph Otting, the head of the Office of the Comptroller of the Currency, announced on February 27, 2018 that banks no longer need to adhere to the Leveraged Lending Guidance when providing leveraged financing. Mr. Otting said that “Institutions should have the right to do the leveraged lending they want, as long as they…

January 2018 – In a detailed speech HERE given on January 9, 2018 at the annual Primary Dealer Meeting in New York City, Lorie K. Logan, Senior Vice President of the Federal Reserve Bank of New York, discussed the movement away from the use of the LIBOR rate as a reference rate and the New York Fed’s role as…

On September 1, 2017, the Federal Reserve Board adopted a rule (the “Rule”) that will require banks that are deemed “global systemically important banking organizations” (“GSIBs”) and the United States operations of foreign GSIBs to amend their hedging agreements and certain other agreements (known as “qualified financial contracts” or “QFCs”) to add limitations on the…

October 24, 2017 – The Connecticut Uniform Power of Attorney Act (“CUPOA”) establishes rules for the creation of powers of attorney including those that survive after the party granting the power (the “principal”) to a third party (the “agent”) becomes incapacitated, missing or detained. Earlier this year the Connecticut legislature enacted Public Act 17-91 (the “2017…

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