Posts
October 05 2010
Peter J. Guy, Of Counsel to the Firm, recently gave an online presentation on the basics of tax-free corporate acquisitions.
October 01 2010
Tax Alert: Clients that are investors in or utilitzing a limited partnership, limited liabiltiy partnership or limited liability company need to be aware of an alarming tax case involving unpaid New York sales taxand the potential liability to all of the partners or members– not just the managing partner. In this specific case, the New York State Division of Taxation successfully claimed that an investor can be held personally liable for unpaid sales taxes owed by such an entity merely by being a member. Under the reasoning of this decision, investorsmay be saddled with unexpected liabilities well in excess of the amount they investedregardless of any actual active involvement that they may have in the management or affairs of the entities' operations. A link to our Client Alert describing this issue in more detail can be found here.
September 28 2010
Dipexium Pharmaceuticals LLC, a New York-based emerging biotechnology company, completed a first round venture capital raise of $1.42 million of its Series A Units and warrants. EG&S acted as counsel to Dipexium.
September 15 2010
ContraFect Corporation, a New York-based early stage biotechnology company completed the private placement of $12 Million of its Series B Convertible Preferred Stock. EG&S acted as counsel to the placement agent.
August 24 2010
Capital Gold Corporation ("Capital Gold’), a NYSE-AMEX and TSX listed Delaware corporation with gold mining operations in Mexico, and Nayarit Gold Inc. ("Nayarit"), a TSX listed Canadian corporation with gold mining assets in Mexico, are pleased to announce the completion of their previously announced business combination transaction, pursuant to which Nayarit became a wholly owned subsidiary of Capital Gold. EG&S was counsel to Capital Gold and continues to act as counsel to the surviving company.
August 18 2010
Ellenoff Grossman & Schole LLP acted as counsel to a Connecticut limited liability company valued at more than $165 million, in connection with the simultaneous closing of a $3 million lending facility to the company and aggregate of $4.5 million in follow-on equity investments in the company.
August 04 2010
While strategic options could mean anything from restructuring to the outright sale mentioned in Barnes & Noble's press release, Jennifer Herber, managing director investment banking at Stephens Inc., thinks one scenario is more likely than the others: Going private.
August 02 2010
On its Q209 earnings call, Bankrate (NSDQ: RATE) CEO Tom Evans spoke at length about his company’s decision to go private, in a pending deal to be acquired by Apax Partners for $571 million.