On July 16, 2021, Governor Newsom signed California Assembly Bill 150 into law, allowing certain owners of passthrough entities to find a way around the current $10,000 federal cap on state and local tax (SALT) deductions for individuals.  The new law, applicable to tax years beginning on or after January 1, 2021 and ending before January 1, 2026, allows for many partnerships, limited liability companies taxed as partnerships, and S-Corporations to pay an entity level tax based on electing individual owners’ share of income, and then grants the owners a credit against California personal income tax for the full amount of tax paid at the entity level on their distributive share of California taxable income.

Continue Reading California Passes “Workaround” To Federal Limit on State Tax Deduction For Certain Owners of Pass-Through Entities

DHS recently issued a new I-9 form. This new version is mandated starting May 1. The old form expired last year and DHS had temporarily extended its validity. The new form is essentially the same as the older version. DHS made minor technical updates to the instructions. All of the pre-existing I-9 rules and regulations remain intact. The new I-9 form can be found at:  https://www.uscis.gov/i-9
Continue Reading DHS Issues New I-9 Form — Required by May 1 for New Hires and Reverifications

*This post originally appeared as an article on Sustainable Food News.

Sustainability initiatives have taken on increasing significance in the food and beverage industry in recent years. With an increased focus on branding through social media and consumer demand for environmentally conscious business practices, companies are under increased pressure to demonstrate a commitment to conservation.

This has led many companies to begin investing in developing alternative business practices, aimed at creating an overall positive environmental impact and staying current in a market that has experienced rapid changes in recent years.
Continue Reading The Increased Role of Sustainability in the Food and Beverage Industry

In Jesner v. Arab Bank, PLC, 584 U.S. ___, 2018 WL 1914663 (U.S. Apr. 24, 2018) (Kennedy, J.), the Supreme Court of the United States held that foreign corporations may not be sued under the Alien Tort Statute (“ATS”), 28 U.S.C. § 1350. The Court, disagreeing with opinions from the Seventh, Ninth and District of Columbia Circuits (see blog articles here and here), concluded that United States courts do not have authority under the ATS to impose liability on foreign corporations for violations of international human rights laws where the law of nations does not impose such liability. This decision provides relief to foreign corporations that otherwise could have been held liable for committing violations of international law under the ATS, in the area of human rights and beyond.
Continue Reading United States Supreme Court Holds that Foreign Corporations May Not Be Held Liable Under the Alien Tort Statute

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a significant bearing on the types of claims an aggrieved party may bring.

IAC v. Conversant is the progeny of cases decided by the Delaware Court of Chancery examining fraud claims in the mergers and acquisition context. Previously, the court had established in Abry Partners V, L.P. v. F & W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006), that “murky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations.”


Continue Reading Delaware Court Affirms Utility of Non-Reliance Clause in Dismissing Fraud Claim

In Salman v. United States, No. 15-628, 580 U.S. ___, 2016 WL 7078448 (2016), the United States Supreme Court (Alito, J.) unanimously affirmed the insider trading conviction of petitioner Bassam Salman on the ground that Mr. Salman’s brother-in-law had breached his fiduciary duty by making a gift of confidential information to a “trading relative or friend.”  In doing so, the Supreme Court adhered to its prior ruling in Dirks v. SEC, 463 U.S. 646 (1983), and rejected a more lenient application of insider trading liability that the United States Court of Appeals for the Second Circuit had adopted in United States v. Newman, 773 F.3d 438 (2d Cir. 2014).
Continue Reading U.S. Supreme Court Confirms that a Corporate Insider Receives a “Personal Benefit” by Providing Confidential Information to a Trading Relative or Friend, Affirming Conviction for Insider Trading

In Innes v. Diablo Controls, Inc., Case No., A145528, 2016 Cal. App. LEXIS 475 (Cal. App. June 16, 2016), the California Court of Appeal, First District, affirmed that California Corporations Code § 1601, which permits shareholders to demand inspection of “[t]he accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board” of corporations in California, does not require a corporation to make those records available at any particular location.  The records need only be made available for inspection at the office where the records are usually maintained.  This holding confirms that corporations are not required to ship records normally stored out of state to California in response to a demand under Section 1601.
Continue Reading California Court of Appeal Confirms that Corporations Code § 1601 Does Not Require Corporations to Ship Records Maintained Out of State to California

In In re Bernard L. Madoff Investment Securities LLC, No. 14-97-bk(L), 2015 WL 727965 (2d Cir. Feb. 20, 2015), the United States Court of Appeals for the Second Circuit held that no adjustment for inflation or interest could be made under the Securities Investor Protection Act, 15 U.S.C. § 78aaa, et seq. (“SIPA”), in calculating “net equity” claims for customer property.  The Second Circuit’s opinion re-affirms that SIPA is not intended to shield investors from loss, and that its goal is limited to restoring customers of defunct broker-dealers to the pre-liquidation status quo.
Continue Reading Second Circuit Holds That SIPA Does Not Permit an Inflation or Interest Adjustment to “Net Equity” Claims For Customer Property

Most companies will be impacted by the immigration initiatives announced by the White House this week.  It will take up to several months for the initiatives to be implemented in order to give the U.S. Department of Homeland Security (DHS) time to ramp up.  And some of the initiatives are aspirational in nature so the end result and timing is unclear at this time.  Be advised that because these are executive acts, they are subject to repeal in the future.  The impact to employers includes the following:
Continue Reading How Will the White House Announcement on Immigration Affect Your Company?