Articles From Tracy J. Nugent

General solicitation of investors under new SEC Rule 506 [look and] (c) By Tracy J. Nugent Business and Securities Law, February 2014 Under new SEC Rule 506(c), issuers of securities in private placements exempt from registration under Rule 506 of Regulation D may now choose to use general solicitation and general marketing, provided they take reasonable steps to verify that purchasers of the securities are accredited investors.
In re Synthes, Inc. shareholder litigation—Of fiduciary duties and footnotes By Tracy J. Nugent Business and Securities Law, February 2013 In Synthes, the court addressed the fiduciary duty of a director who was the majority stockholder, and five other members of the Synthes Board of Directors he allegedly controlled, in the negotiation of the sale of the company.
Auditor inquiry letters and attorney response letters—Does your client understand what is involved? By Tracy J. Nugent Business and Securities Law, June 2012 This article addresses some issues for counsel to consider, discusses the ABA Policy addressing those issues, and provides an example form Response Letter for illustration.
Poison pill rights plan—An introduction By Tracy J. Nugent Business and Securities Law, December 2009 During the period from 1991 through 2008, approximately 3,100 publicly traded companies adopted, amended or restated poison pill rights plans.
Should your LLC make an S election to save on social security and Medicare taxes? By Tracy J. Nugent Business and Securities Law, December 2008 Many factors are relevant in making the decision to elect S corporation tax status for an LLC, including whether the LLC qualifies to make the election, whether the LLC is likely to own, sell or refinance appreciating property, obtaining basis for loans to the LLC, the ability to adjust the LLC’s basis in it assets, and whether special allocations of income and expense items may be involved.
Consider a Co-op in the sale of a Closely Held Business By Tracy J. Nugent Business and Securities Law, March 2007 Owners of closely held businesses often consider establishing an Employee Stock Ownership Plan (ESOP) as a means to share with workers the expected growth in the value of the company and also to provide the additional incentive associated with equity ownership.
The fiduciary duty of a shareholder: Hagshenas, Dowell and related amendments to the Illinois Business Corporation Act By Tracy J. Nugent Business and Securities Law, April 2006 The fiduciary duty of officers and directors to the corporations they serve is well settled. Illinois courts have found that in certain situations shareholders of closely held corporations owe this fiduciary duty as well.

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