Earnout Transactions: The Importance of Providing Post Closing Operating Standards for the Acquired Company

In the world of mergers and acquisitions, so called “earnout” provisions are sometimes utilized to bridge differences between a seller and a purchaser as to the value of the target company. The purchaser may take the view that it will not pay additional consideration for the target unless the target company performs well over a […]

SEC Proposes to Expand Qualification for Smaller Reporting Companies

The Securities and Exchange Commission has proposed to amend the definition of a smaller reporting company to a registrant with either a public float (i.e. the market value of the registrant’s common equity held by non-affiliates) of less than $250 million, or a public float of zero (meaning that all of the registrant’s common equity […]

IRS Clarifies that Partners are not Employees, even in Holding Company Structure

Co-authored by John L. Sikora The Internal Revenue Service recently adopted temporary regulations to clarify that a disregarded entity that is owned by a partnership is not treated as a corporation for purposes of employing the individual partners in the partnership, even if the disregarded entity is otherwise treated as a corporation for employment tax […]

Executive Compensation SEC Proposed Rules

On Tuesday, July 21, 2015, an article appeared in the Wall Street Journal entitled “CFOs Prep for SEC PayRatio Rules.”  Among other things, the article focuses on the potential complexities confronted by a public company seeking to comply with the proposed rule which would require the disclosure in the proxy statement and 10-K of the […]

John A. Aiello Inducted as Honorary Member of The Monmouth University Chapter of Beta Gamma Sigma and Serves As Induction Ceremony Keynote Speaker

On May 19, 2015, John A. Aiello, Shareholder and Chair of the Corporate & Securities Department at Giordano, Halleran, & Ciesla, was inducted as an honorary member of the Monmouth University Chapter of the Beta Gamma Sigma honor society. Read More.

Seminar: The Limited Liability Company: The Preferred Entity For Real Estate Acquisitions & Development – October 9, 2014

Giordano, Halleran & Ciesla, will be hosting the seminar, “The Limited Liability Company: The Preferred Entity For Real Estate Acquisitions & Development” on Thursday, October 9, 2014 from 5:30-7:30 PM. Presented by the firm’s Corporate and Securities Department, this timely seminar will help you navigate and understand the use of the limited liability company vehicle […]

Recent Development Regarding Fee Shifting By-Laws Under ATP Tour

In ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court ruled that the board of a Delaware non-stock corporation may adopt a fee-shifting by-law that requires a plaintiff-stockholder to pay the corporation’s legal expenses if (i) the fee-shifting by-law is not adopted or used for an inequitable purpose and (ii) the plaintiff-stockholder that […]

Philip D. Forlenza Elected Chair of NJSBA’s Business Law Section

Giordano, Halleran & Ciesla, P.C. is pleased to announce that Shareholder, Philip D. Forlenza, has been elected Chair of the Business Law Section of the New Jersey State Bar Association. Mr. Forlenza, who has been a member of the New Jersey State Bar Association for over twenty years, has most recently served as Secretary of […]

John Aiello Authors Q&A On Employee Incentive Programs

Q: What programs are available to a corporation seeking to provide equity based incentives to its key employees and what issues need to be addressed in developing such programs? A: Stock option grants and the award of restricted stock are important equity based components of a corporation’s executive compensation programs. Plans may be designed to […]