CTA Announcement

During the month of October, 2023, Giordano Halleran & Ciesla, P.C. (“GH&C”) sent a notice to clients alerting them to the enactment of a new law titled the Corporate Transparency Act (“CTA”). Click here to see the previous notice. Four months have passed, and we thought that it would be a good idea to remind our clients of […]

Maximize Compliance ROI: the Tailored Compliance Check-Up

Introduction Sensible strategies and practical plans to advance regulatory compliance are not just for the biggest companies. Mid-sized and even smaller companies have rules to follow and regulators to persuade; employees and customers to reassure; lenders, insurers and investors to satisfy. No company can afford to come up short. Addressing these imperatives need not be […]

Remote Only Shareholder Meetings Now Permitted During a State of Emergency Under the Amended New Jersey Business Corporation Act

On March 20, 2020, Phil Murphy, the Governor of New Jersey, signed into law an amendment to the New Jersey Business Corporation Act to permit corporations organized in New Jersey to conduct shareholder meetings solely by means of remote communication.  This change assists corporations planning to hold shareholder meetings during COVID-19 as the prior version […]

NJ Extends EDA Loan Program to Minority or Women Owned Businesses

Governor Christie signed A1451 into law this week making EDA loans through the Urban Plus Program available to small, minority or women owned businesses located in designated New Jersey regional centers or metropolitan planning areas as if such businesses were located in urban centers.   Minority or woman owned business enterprises (MWBE) must be certified through the […]

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 […]

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