United States: Corporate/Commercial Law

A “Friends Of” organization is a U.S. tax-exempt organization that generally advances charitable work associated with another U.S. organization or a foreign institution or cause. It may be closely identified with one overseas hospital, university, museum, or relief organization. The organizations may share a name, history, mission, supporters, and fundraising priorities. They may collaborate every day. For those Friends Of organizations that support foreign entities, the IRS has very specific requirements on how they can operate and send the funds abroad.

The IRS and Treasury Department have proposed sweeping new regulations that could strip tax-exempt status from private schools using race-based criteria in admissions, scholarships, or programs—even when designed to promote diversity or remedy historical discrimination. These proposed rules would affect an estimated 18,000 educational institutions nationwide and create significant compliance challenges for schools, their donors, and holders of tax-exempt bonds financing educational facilities.

The US Court of Federal Claims recently addressed a critical question for Canadian exempt organizations earning US-source income: can they rely on fiscal transparency rules to claim treaty benefits through investment vehicles? The court's ruling in The South Saskatchewan Community Foundation Inc. v. United States examines when charitable organizations may look through intermediary entities to access tax exemptions under the US-Canada tax treaty, with significant implications for cross-border investment

Financial pressures on rural and critical access hospitals are well documented. Losses due to low reimbursements by private insurers, significant volumes of Medicare...

Three major space and defense technology companies secured significant funding rounds in August, with investments totaling over $1.5 billion. The funding activity spans hypersonic defense systems, satellite manufacturing, and orbital computing infrastructure, attracting participation from major financial institutions and venture capital firms.

A New Jersey District Court decision demonstrates how carefully drafted sale orders and proper notice procedures in bankruptcy asset sales can effectively shield buyers from legacy product liability claims. The case examines the critical interplay between asset purchase agreements, court-approved sale orders, and constitutional notice requirements in determining whether pre-closing liabilities follow purchased assets or remain with the seller.

The SEC has proposed the most comprehensive modernization of transfer agent rules since their original adoption in the 1970s, replacing paper-era requirements with technology-neutral standards covering cybersecurity, operational resilience, faster processing, and blockchain integration. The proposal would eliminate longstanding exemptions for mutual funds and small transfer agents while establishing new compliance governance requirements and restrictive legend controls that would reshape how transfer agents

The Senate's failure to achieve the 60-vote threshold on the Digital Asset Market Clarity Act leaves the timeline for comprehensive federal cryptocurrency regulation uncertain. Two key obstacles emerged: concerns over ethics provisions designed to prevent senior officials from profiting from digital ventures, and unresolved disputes over activity-based rewards and yield payments on stablecoins that banking groups warn could drain deposits from community banks.

Peak hurricane season demands proactive preparation for flood insurance claims, particularly for businesses covered under the National Flood Insurance Program. Understanding policy requirements, documenting property conditions, and establishing claims procedures before disaster strikes can mean the difference between a successful claim and inadequate recovery.

Three major space and defense technology companies secured significant funding rounds in August, with investments totaling over $1.5 billion. The funding activity spans hypersonic defense systems, satellite manufacturing, and orbital computing infrastructure, attracting participation from major financial institutions and venture capital firms.

The SEC has filed a complaint against Eric Munson and Adit Ventures Management, alleging a multi-year scheme involving misrepresentation to investors, misappropriation of fund assets, and undisclosed conflicts of interest. The case involves over 60 funds with at least 1,000 investors, where the defendants allegedly induced investments through false promises, executed unauthorized loans between funds, and engaged in undisclosed self-dealing transactions while failing to properly register as an investment adv

Early decisions about a start-up's legal structure can dramatically affect tax outcomes and financial returns as the company grows and reaches liquidity events. Understanding the Qualified Small Business Stock (QSBS) exemption and implementing proper structuring from the outset can significantly enhance returns for both founders and investors.