Corporate News: A Legal Update

On June 20, 2023, Governor Tony Evers signed 2023 Act 12 (“Act 12”) into law. Notably, Act 12 repeals Wisconsin’s personal property tax. The repeal takes effect on January 1, 2024 and eliminates the time-consuming and costly process for business owners trying to ensure compliance with personal property tax laws. Business owners may also need to review assets previously classified as personal property to determine whether they are now classified as real property.

MGM Resorts is the latest victim of a cyberattack occurring on September 10th, which has set back the gambling and leisure giant substantially, both in terms of business function and income. MGM is not alone. Household names such as Amazon, Facebook, Alibaba, Marriott, and many others have been victimized, as have governments around the world.

“I love you, but you are not serious people.” This is the curse that Logan Roy, the founder and  business titan of Waystar RoyCo, intones to his three stunned children during a poignant family moment. The three siblings (Kendall, Siobhan and Roman) vie for control of Dad’s media empire, and are monsters to each other. Yet, despite the hyperboles and cartoonish nature of the characters, the show reveals essential truths about succession planning for family businesses.

If you are a business owner, with the mergers and acquisitions market continuing to be active, you may have decided it could be the right time to sell your most valuable asset – the company that you’ve spent years building. Now that you have decided to sell your business, it is important to consider five things in order to receive the maximum value in this market.

The Federal Trade Commission and Department of Justice recently proposed drafts of new Merger Guidelines for their review and approval of mergers and acquisitions, with the intent of responding to the realities of the modern economy.

In a recent decision, Mallory v. Norfolk Southern Railway Co., the U.S. Supreme Court opened the door for companies to face lawsuits in the state where they have registered to do business. The ruling stems from a case involving a Virginia-based former employee’s lawsuit against Norfolk Southern in Pennsylvania, despite the alleged injuries occurring in other states. The Court’s majority decision upheld the notion of “registration by consent” laws, allowing states to assert jurisdiction over out-of-state companies based on corporate registration.

The recent issues involving community and regional banks, such as Silicon Valley Bank, Signature Bank, and First Republic, have led depositors to flock to the larger banks, such as Chase. Chase’s CFO Jeremy Barnum, in Chase’s earnings call last Friday, stated that Chase saw “significant new account opening activity and meaningful deposit and money market fund inflows” and they estimate that they “have retained approximately $50 billion of these deposit inflows at quarter end.” Barnum elaborated that these inflows reversed an intra-quarter trend of increased deposit outflows.

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) published its guidance materials on March 24, 2023, to help companies understand the requirements of the Beneficial Ownership Information Reporting Rule, which will become effective on January 1, 2024. The rule was implemented under the Corporate Transparency Act to assist regulators in combatting crime and fraud.

The Securities and Exchange Commission (SEC) has been increasing its enforcement actions against cryptocurrency companies and individuals in recent years. In 2022, the SEC brought 24 litigation actions in federal courts and 6 administrative proceedings against cryptocurrency companies and individuals, a significant increase over the previous year.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires premerger notifications to be filed for larger transactions in order to prevent monopolies and other anti-competitive effects. Unless an exemption applies, acquisitions that exceed certain threshold amounts for the sizes of the transaction, the acquiring person, and the acquired person are subject to antitrust review by the U.S. Federal Trade Commission (the FTC) and/or the Antitrust Division of the Department of Justice.