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Banking and Finance

Small Business Registration of a Public Offering

Unless you are a well-known seasoned issuer, you have to file a registration statement with the Securities and Exchange Commission before your company can offer its securities for sale. Registration statements become public immediately upon filing, but your company can't sell its securities until the SEC has declared your registration statement "effective."

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Private Placements

Private placements of securities are exempt from the registration requirement of the Securities Act of 1933 (1933 Act) because they do not involve a public offering. Private placements ordinarily consist of large blocks of securities being sold to institutional investors such as insurance companies or pension funds. Because the purchasers in these transactions are sophisticated and able to demand information more extensive than that contained in a registration statement, the SEC has deemed such transactions to be private and not subject to its registration requirements.

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Business Organization and Transactions

How do joint ventures, strategic alliances and partnerships differ?

As your business has grown, you may have found that one supplier has been indispensable. Or you may have found another enterprise that would mesh well with your company's market objectives. Another entrepreneur may have approached you about forming a partnership. For whatever reasons you are considering joining forces, you should consider the options for your business endeavors.

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Limited Liability Companies

Many entrepreneurs find both corporate and partnership forms attractive for different reasons. Forming a corporation limits personal liability for business debts and losses, while using a partnership form provides substantial tax advantages. Limited liability company laws combine these two advantages into one business form, simplifying the choice of business entity for many businesses.

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Case Summaries

Banking Law

[02/01] GECCMC 2005-C1 Plummer Street Office L.P. v. JPMorgan Chase Bank, N.A.
In a suit alleging breach of lease agreements that the defendant bank assumed after it purchased a failed bank's assets and liabilities from the FDIC pursuant to the terms of a written purchase and assumption agreement, the district court's grant of the bank's motion to dismiss is affirmed, where under federal common law, the plaintiff lacked standing to bring suit under the agreement because it was not an intended third-party beneficiary of the agreement.

[01/24] TIFD III-E, Inc. v. US
In a suit by a taxpayer partner challenging IRS notices of adjustment reallocating a large percentage of the partnership's income for the years 1993 to 1998 to the taxpayer away from two Dutch banks that had purchased an interest in the partnership, and imposing a penalty for underpayment, the district court's judgment in favor of the taxpayer is reversed, where: 1) the banks' interest was not a capital interest for purposes of qualifying them as partners within the meaning of IRC section 704(e)(1); and 2) the taxpayer failed to point to substantial authority supporting its position, so that the government was entitled to impose a penalty on the taxpayer for substantial understatement of income.

[01/20] CRM Collateral II, Inc. v. TriCounty Metropolitan Transportation Dist. of Oregon
In proceedings following default on a standby letter of credit, the district court's disposition of the case on cross-motions for summary judgment is reversed and the case remanded, where: 1) the district court incorrectly concluded that the applicant for the letter of credit was a surety and erroneously permitted it to assert the defense of discharge; and 2) the applicant was not entitled to an award of damages because the beneficiary's draw on the letter of credit did not violate the statutory warranty to the applicant that the drawing did not violate any agreement between the applicant and the beneficiary.

[01/06] Vegas Diamond Properties, LLC v. FDIC
In an appeal from a judgment of the district court dissolving a Temporary Restraining Order on the ground that the anti-injunction provision of the Financial Institutions Reform, Recovery and Enforcement Act precluded it from enjoining the FDIC from conducting a trustee's sale of certain real properties, appeal is dismissed as moot where the subject properties were sold prior to appeal.

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