About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC’s registration requirements to sell them in a public marketplace.  Rule 144 allows public resale of (1) unregistered securities, which are securities directly from an issuer, referred to as “restricted” securities; and (2) unrestricted securities held by an affiliate of…

NYTimes Dealbook is reporting that last Friday, when the city of Detroit sought approval to borrow $350 million from Barclays Capital to pay payroll and to pay off their interest rate swap counterparties* Judge Rhodes ignored the Bankruptcy Code’s “Safe Harbor” provisions and sent two bank lenders into a confidential mediation through Christmas Eve so that…

The Conglomerate Blog analyzes JPMorgan’s  (“JPMC”) complaint against the FDIC.   Basically, during the financial crisis when JPMC “acquired” WaMu, JPMC did so under an agreement that the FDIC would indemnify them, which JPMC says that they have failed to do. The Complaint states, among other things that: the FDIC-Receiver agreed to indemnify JPMC for, among…

After a month-long trial, Michael Steinberg, a senior employee of SAC Capital was convicted of four counts of securities fraud and one count of conspiracy.  The SEC is going after Steven A. Cohen who denies any wrongdoing.  The SEC is going after other employees at SAC Capital until they have built up a stronger case…

Certainly the IRS will find a way to tax bitcoin. Recently, the Service issued a statement to the Wall Street Journal saying: “The IRS continues to study virtual currencies and intends to provide some guidance on the tax consequences” of transactions involving them. The agency is also “aware of the potential tax compliance risks posed by…

In the December 2013 issue of ALM’s “Focus Latin America” (a supplement to the American Lawyer, Corporate Counsel, and Daily Business Review), the headline article is about how many Latin American countries are awaiting energy reforms to stimulate growth and large returns for clients in Latin America. Since 1938, Petroleos Mexicano (“PEMEX”), an entity controlled…

A recent study by Columbia Business School found that including a go-shop provision in Management Buyouts (MBO) and Private Equity Transactions does not lead to obtaining better offers. The researchers, Adonis Antoniades, Charles W. Calomiris, and Donna M. Hitscherich, studied target companies in private equity and MBO transactions and their decisions whether to “shop” merger…

Two Delaware Chancery Court opinions issued in October and November have implications for both buyers and sellers in corporate transactions whether a buyer seeks to back out of an unfavorable deal or the seller seeks to obtain a court order forcing the deal to close.  A memorandum published on November 14, 2013, by Cadwalader, Wickersham…

From the Securities and Exchange Commission website: In November 2013, the SEC announced a roundtable on the current use of proxy advisory firm services by institutional investors and investment advisers. The roundtable took place in Washington, D.C., on Dec. 5, 2013, and provided a forum to discuss the role of proxy advisory firms, which was…

This from The Official Delaware State Corporate Law Blog: Historically, business planners structured corporate mergers using either a single step (i.e., a vote of the stockholders to approve the merger at a meeting called for that purpose) or two steps (i.e., a public tender by the buyer for the target’s shares, followed by a meeting…

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