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 21, 2021 The surge in today’s market darling special-purpose acquisition companies (SPACs) has the SEC… Read more »
2021 may be the year the IRS dramatically increases partnership tax audits. By Brad H. Hamilton. 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, BBA Centralized Partnership Audit Regime, on its website at IRS.GOV. BACKGROUND Before January… Read more »
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 also made practical… Read more »
Force Majeure, impossibility, impracticality, frustration of purpose, and other contract hot button issues, as presented by Brad Hamilton for the CBA Business Law Institute. By Brad Hamilton 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… Read more »
Smaller private placements to individual accredited investors is the closest thing to an IPO for early stage companies in need of capital. The SEC’s narrowly passed new “accredited investor” amendment modestly expands the definition of accredited investor, increasing early stage business access to these funds.
As Colorado transitions to a phased economic reopening, businesses should consider requiring customers to sign liability waivers.
Several concepts of contract law may provide the non-paying party relief from default and breach of contract claims or termination when the cause is government ordered closure due to a pandemic.