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30 Jan 2017, 1:22 pm
First, they claimed to have suffered harm when the Original Awards were converted to the Modified Awards because the Company could no longer take advantage of the tax exemption provided for under § 162(m)(4)(C) of the Internal Revenue Code because, unlike the Original Awards, the Modified Awards were no longer made in connection with a stockholder-approved performance plan. [read post]
30 Jan 2017, 3:34 am by Peter Mahler
I’m not saying this is what was going on in Shapiro, but it happens to be one of the classic techniques used to squeeze out a minority member, particularly when the minority member is not receiving distributions or a salary from the LLC. [read post]
27 Jan 2017, 12:04 pm by Rebecca Tushnet
  Macro: it is more attractive on the whole even if I’m not going to purchase disparagingly marked products. [read post]
9 Jan 2017, 7:54 am by Rebecca Tushnet
  As the Supreme Court has previously said, viewpoint discrimination is when the state is “attempting to give one group an advantage over another in the marketplace of ideas,” and that’s just not what the disparagement bar is. [read post]