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Regrets exist, for many farmers and bankers from the 1980s Farm Crisis days, over opportunities-lost.
The regrets often arise like this: the ag economy has been good but is declining. During good times, a farmer increases standards of living and operating and keeps bills paid—but can't any longer. Farmer considers partial liquidation while values are strong. But farmer hates taxes, can't part with land, and won’t give up the current way-of-life; so farmer decides to hope for better days instead. Better days don't arrive, and banker demands liquidation. "But asset prices are low," complains the farmer. Banker begins legal action, and farmer files Chapter 11. Farmer and banker are now bitter enemies. Farmer proposes a Chapter 11 plan, hoping to remain in business. Banker rejects the plan. The ag economy continues downward. Farmer runs out of cash, and the farm goes into liquidation. It sells dirt cheap. A large deficiency remains, as does a large tax bill—and neither can be paid. It's an unmitigated disaster. Everyone has regrets.
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In the medical profession regulations abound – both at the federal and state level. Unfortunately, the interpretation of the meaning of these regulations is not always black and white. An example of the need to carefully consider the effect of the regulatory environment on seemingly insignificant business decisions was experienced earlier this spring.
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Challenges to incumbent boards and managements by activist investors were common in 2014. With the announcement on January 8, 2015 that Trian Fund Management, L.P. (“Trian”) is nominating a short slate of four candidates for election to the board of directors of E. I. du Pont de Nemours and Company (“DuPont”)—a company with a current market capitalization in excess of $66 billion—this trend is likely to continue in 2015. Moreover, Trian’s proxy contest with DuPont illustrates that not just small- and mid-cap public companies that have underperformed their applicable index are vulnerable to aggressive shareholder activism; shareholder activists also target large-cap public companies that have outperformed the S&P 500 index.
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On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. While the sweeping legislation is primarily aimed at large financial institutions that are deemed to be systemically important, smaller financial institutions and nonfinancial institutions are also affected in significant ways, including, by way of example, the Dodd-Frank Act’s impact on private securities offerings. This article first discusses the new accredited investor standard that was mandated by the Dodd-Frank Act. Next, this article discusses the proposed Securities and Exchange Commission (“SEC”) rules that will, as required by the Dodd-Frank Act, disqualify certain “bad actors” from relying on the frequently used securities registration exemption provided by Rule 506 of Regulation D.
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