Taxpayers have long attempted to limit the application of the Self-Employment Contributions Act (SECA ) taxes to income that is akin to employment income and not investment, or passive income, by relying on Code §1402(a)(13).[1] That section provides that the SECA base excludes the distributive share of income or loss of a limited partner other than guaranteed payments to that partner for services actually rendered to or on behalf of the partnership.
In a long-awaited decision in SEC v. Ripple Labs, Inc., U.S. District Judge Analisa Torres of the Southern District of New York held that Ripple Labs, Inc.’s (Ripple) XRP token is not, in and of itself, a security requiring registration. Although the decision is being regarded by many as a victory for both Ripple and the crypto industry, the nuances in the decision may result in an appeal from both sides.
Mindful of the impending retirement of many millions of investors in the “baby boomer” generation, which hold a substantial amount of the world’s wealth, the Financial Industry Regulatory Authority (FINRA) continues to heavily monitor its member firms supervision of their registered financial advisors who service vulnerable and elderly investor customers. For example, last month FINRA suspended a former David Lerner Associates (DLA) branch manager for failing to properly supervise sales of interests in two illiquid oil and gas limited partnerships. The suspended manager at issue approved these transactions, which carried a high degree of risk, to some senior investors with insufficient tolerance for risk. Ultimately, FINRA concluded that the supervising branch manager failed to “conduct a reasonable analysis” of the suitability of those investments for the elderly customers or within 30 days of their risk tolerance increasing.
A contentious divide in the leadership of Republic First Bancorp, Inc. (Republic First) has now resulted in a third lawsuit against the company, this one filed by shareholders. Early last year, Republic First’s eight-person board of directors was evenly split into two camps: one led by former Republic First CEO, Vernon Hill, II, and another led by Harry Madonna, who had been CEO of Republic First prior to Hill. The two groups held conflicting views on the future of Republic First, with Hill’s faction seeking an expansion of retail banking operations and Madonna’s in favor of selling the company. The dispute between the two groups quickly became a public issue as Madonna’s group of directors issued a press release in March of 2022 accusing Hill and his associates of self-dealing and mismanagement. As a result of the letter, Republic First’s independent auditor expressed concerns about its forthcoming work with the company, and Republic First was unable to file its Form 10-K for the 2021 fiscal year until those concerns were addressed and the audit completed.
Firm Lands 58 Practice Area and 144 Attorney Recognitions in Latest Guide
Troutman Pepper, a national law firm with more than 1,200 attorneys in 23 strategically located cities across the United States, achieved 58 national and statewide practice area rankings in the latest edition of Chambers USA.
This year’s guide also recognized 135 firm attorneys
Troutman Pepper earned 17 nationwide practice rankings in The Legal 500 United States 2023, an independent ranking authority of law firms around the world.
The Troutman Pepper finance practices was ranked in the following nationwide areas:
Notably, this year Troutman Pepper also earned
As any Wall Street litigator knows, in the securities industry, it is typical for brokerage firms to incentivize their employed financial advisers with significant upfront compensation at the beginning of a relationship or even at the beginning of each new financial year. These up-front payments are often structured as “forgivable loans” and memorialized in promissory notes. However, if the employment relationship ends prematurely or the financial advisor fails to meet certain objectives and obligations such as revenue goals, repayment obligations can be triggered. Not surprisingly, litigation stemming from these promissory notes is commonplace before the Financial Industry Regulatory Authority (FINRA) in its arbitral forum, and these arbitrations only increase in volume as we step into more turbulent economic times when layoffs and resignations become commonplace in the industry.
Reprinted with permission from the May 4, 2023 issue of The Legal Intelligencer. © 2023 ALM Media Properties, LLC. Further duplication without permission is prohibited. All rights reserved.
A recent decision by the Bankruptcy Court for the Northern District of Texas, Northwest Senior Housing v. Intercity Investment Properties (In re Northwest Senior Housing), addressed these important issues involving the retention of a public relations firm and highlights some important pitfalls to avoid.
In what is becoming an emerging trend for the Delaware Court of Chancery, the court recently held in Intertek Testing Services NA, Inc. v. Eastman that a sale of business noncompete with a worldwide scope was unenforceable.
In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC,[1] the Delaware Court of Chancery provided a valuable reminder to corporations and their directors and officers that a corporation cannot assert a privilege, such as the attorney-client privilege, against its directors or the investors that appointed those directors in litigation unless one of three exceptions are met: (1) the parties agree by way of contract, such as a confidentiality agreement, that the corporation may assert privilege against certain directors and the investors that appointed that director; (2) the board of directors forms a special committee that excludes the director after which the committee can consult with counsel confidentially and retain the privilege against the director and the investor that appointed the director; or (3) sufficient adversity of interests has arisen and becomes known to the director, thus impacting the director’s ability to rely on corporate counsel for matters where the director or the investor that appointed the director and corporation’s interests are adverse.