Business and Corporate

We are a business law firm.  Our business and corporate attorneys are experienced advisors on the full range of legal issues our clients encounter in the course of running their businesses.  We often serve as outside general counsel to middle market clients – closely held and family-owned companies that rely on us to bring a practical business perspective to the resolution of legal issues, freeing them up to do the work they were formed to do.

As a full service business firm, we advise on a comprehensive range of commercial, financial and transactional issues, including business formation, capital raising, mergers and acquisitions, recapitalizations and reorganizations, corporate succession planning and liquidity events.  Our clients range from large publicly traded enterprises to privately owned, middle market companies to small and start-up businesses.  We are experienced advising new companies on choice of entity, legal structure and venture capital financing.  We represent nonprofit and tax-exempt organizations and associations of every description.  

Our industry experience is far-reaching, extending to construction, education, energy, financial services, government contracting, higher education, healthcare, IT, insurance, life sciences, manufacturing, transportation, real estate development, restaurants and hospitality, and technology, among numerous others.

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What You Should Know About Qualified Opportunity Zones

The 2017 Tax Cuts and Jobs Act established the Qualified Opportunity Zone program to provide a tax incentive for private, long-term investment in economically distressed communities (Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code). Investors in these programs can defer and, potentially, reduce tax on short or long term capital gains (“Gains”) by investing in a Qualified Opportunity Zone Fund (an “OZ Fund”).

New 2019 HSR Act Thresholds Finalized

On February 15, 2019 the Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act or 1976 (“HSR Act”), announced increases to the filing and other dollar-denominated thresholds contained in the HSR Act.

The Bipartisan Budget Act Partnership Audit Change: Is It Time to Update Your Operating Agreement?

As a result of the Bipartisan Budget Act (“BBA”) enacted in 2015, beginning this year partnership audits (which means the audits of any entity taxed as a partnership for federal income tax purposes, most typically limited liability companies (“LLCs”) and limited partnerships) will be governed by the IRS’s newly centralized audit regime.  Considering how many franchisees and franchisors are LLCs and are treated as partnerships for tax purposes, these new rules demand the attention of people involved in franchising, real estate and many other business ventures.

New 2018 HSR Act Thresholds Take Effect

Effective February 28, 2018, the minimum notification threshold under the HSR Act has increased from $80.8 million to $84.8 million.  Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $84.8 million.

Whiteford Gains Public Finance And Real Estate Partner

Whiteford Taylor & Preston has snagged an ambitious corporate attorney with more than a decade's experience working with public finance and real estate transactions, and who now hopes to expand her practice to develop more tax expertise in the municipal finance arena.

Kimberly J. Min joined the firm's business transactions practice group as a partner in Baltimore on Jan. 19 after about 10 years at Abramoff Neuberger LLP, which focused on commercial real estate, small business and municipal finance, and where she developed a specialty representing banks and municipal bond purchasers in direct purchase transactions.

Crowdfunding as a Platform for Small Business Capital Raising

Over the past 20 years, the Internet has introduced innovative business models and platforms at an astonishing pace.  More recently, the rapid spread of social media and the proliferation of “smart” phones, tablets and other mobile devices have revolutionized further the way people interact with one another, both personally and professionally.  Businesses are increasingly using social media platforms such as Facebook® and Twitter® to do business and interact with their customers.  Now this social media boom is also affecting the way small businesses raise funds for growth and capital investment.

Can I Stop “Bargain Basement Pricing” of My Branded Products?

While the continuous growth of Internet-based commerce has to lower prices for many consumer shopping for goods, it has been a major problem for many “bricks and mortar” retailers and also has caused concerns for product manufacturers who want to insure quality experiences for customers purchasing their goods.  The question is the extent to which manufacturers may, under applicable U.S. anti-trust and competition law, take steps to protect the image of their brand as well as stopping the “e-tailers” from "free-riding" on the promotion efforts of traditional retailers.

Client Alert: Corporate Diligence - Things to Consider During Troubling Times

In an era of increasing litigation, keeping accurate, detailed corporate minutes is critical.  In addition to their standard function of recording and reflecting decisions made by company management and directors and the deliberation of those decisions, corporate minutes can help establish that company directors have met their fiduciary obligations and have executed a sound decision-making process.  Conversely, poor minute keeping can result in protracted litigation to determine the care that went into a board's decision to act.  It is vital for a company to keep an accurate, precise and complete record of director decision-making and oversight.  Furthermore, the failure to maintain such corporate formalities could result in a piercing of the corporate veil action and allow claimants to reach the assets of a company's shareholders. Our Corporate attorneys can assist you in updating your company's books and records. 

Dodd-Frank Reform Act Triggers Immediate Change in Regulation D "Accredited Investor" Definition

In response to the significant financial difficulties experienced over the past three years, on July 21, 2010 President Obama signed into law sweeping financial services reform legislation entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act").1 Running over 2,000 pages, the Act is designed to effect a broad range of reforms to the U.S. financial regulatory system. Although many provisions of the Act are not scheduled to take effect until one year after enactment or until regulatory bodies first adopt rules and regulations to implement the Act's requirements, one provision of the Act is effective immediately: a provision that excludes the value of a natural person's primary residence when determining if he or she meets the $1 million net worth test in order to qualify as an "accredited investor" under Regulation D, the securities law provision governing private placements. As a practical consequence, subscription documents and investment representations and procedures for ongoing and future private offerings should be revised immediately.

Client Alert: SEC Proposes Amendments to Rule 15C2-12

On July 17, 2009, the Securities and Exchange Commission (the "SEC") published SEC Release No. 34-60332 (Release 34-60332), Proposed Amendment to Municipal Securities Disclosure, requesting comments on proposed amendments to Rule 15c2-12 (the "Rule"). The SEC's proposed amendments, which are described in more detail below, would (1) revise the scope of the continuing disclosure requirements of the Rule to include variable rate demand obligations, (2) expand the description of events relating to tax risk required to be disclosed in a notice filing, (3) add to the list of events requiring notice filings and require notice of certain events without the need for a separate finding of materiality, and (4) establish a more specific filing date for submission of notice filings. In addition, the Release provides interpretative guidance intended to assist issuers, brokers, dealers, and municipal securities dealers in meeting their obligations under federal antifraud statutes and regulations. The Release is available at http://www.sec.gov/rules/proposed/2009/34-60332.pdf.

FTC Issues Revised 2008 HSR Thresholds

This Alert has been prepared for general informational purposes only and is not intended as legal advice. Antitrust counsel should be consulted both prior to consummating any transaction, to ensure that the appropriate HSR Act filing thresholds have been considered, and prior to filing any HSR Notification Form, to ensure that all technical and other aspects of the HSR Act are satisfied.

SEC Adopts New E-proxy Rule Amendments

The attached alert has been prepared for general informational purposes only and is not intended as specific legal advice and no legal or business decision should be based solely on its content.

FTC Issues Annual Revised HSR Thresholds

The attached alert has been prepared for general informational purposes only and is not intended for legal advice. Antitrust counsel should be consulted both prior to consummating any transaction to insure that the appropriate HSR Act filing thresholds have been considered and prior to filing any HSR Notification Form to insure that all technical and other aspects of the HSR Act are satisfied.

SEC Releases Final Rules on Executive Compensation Disclosure

After much fanfare, last month the SEC released its final rules on executive and director compensation disclosure (the "Rules").  The Rules require unprecedented and extensive disclosures about compensation policies and practices that will require significant analysis and attention by public company senior executives and directors.  The Rules generally are effective for Forms 10-K and proxy statements filed for fiscal years ending on or after December 15, 2006, and thus will apply to disclosures of 2006 compensation in calendar year companies' 2007 proxy statements. 

Electronic Filing Now Available for HSR Premerger Notifications

Effective June 23, 2006, the Federal Trade Commission has amended the premerger notification rules of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). [1]  The amended Rules now allow for electronic filing of the Notification and Report Form for Certain Mergers and Acquisitions (the "Form") required under the HSR Act. 

Hart-Scott-Rodino Antitrust Improvements Act Changes

The FTC has recently issued several important changes relating to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") which I thought might be of interest to you. These changes are detailed in the attached HSR Act Alert.

SEC Accelerates and Expands Reporting of Significant Events on Form 8-K

On August 23, 2004, the new and expanded Form 8-K reporting adopted by the SEC in March 2004 became effective. The new Form 8-K requirements were enacted in response to the mandate in the Sarbanes-Oxley Act of 2002 for a "real time" disclosure system. The new requirements are a significant step in that direction.

2003 Maryland Legislative Update: Part 1

Each year the Maryland Legislature enacts a number of laws which impact, in varying degrees, on the personal and business lives of people living in or doing business in the State of Maryland. The General Assembly adjourned on April 7, 2003, and the Session actively concluded when the Governor enacted legislation into State law during four separate signing ceremonies on April 8, April 22, May 13 and May 22, 2003.

2002 Maryland Legislative Update, Part 2

Each year the Maryland Legislature enacts a number of laws which impact in various degrees on the personal and business lives of people living in or doing business in the State of Maryland. The General Assembly adjourned on April 8, 2002, and the Session actively concluded when the Governor enacted legislation into State law during four separate signing ceremonies on April 9, April 25, May 6 and May 16.

News

Whiteford Adds Eminent Corporate and Real Estate Practices in Richmond

Whiteford Taylor & Preston today announced continued expansion in Richmond with the addition of a highly regarded group of corporate and real estate attorneys, including partners Katja H. Hill and John C. Selbach, and associates Jonathan Jones and Nicole K. Scott.

Highly Regarded Tax Attorney Elizabeth Atkinson Joins Whiteford

Whiteford Taylor & Preston announced today that Elizabeth J. Atkinson, a tax attorney with over twenty-five years of experience providing legal counsel on complex business transactions and tax controversy matters, has joined the firm.

U.S. News Awards Top-Tier Rankings to 46 Whiteford Practices, Including 18 Nationally

Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019.  Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings:  Litigation and Bankruptcy.  At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.

Whiteford, Taylor & Preston and 29 Lawyers Honored by Chambers and Partners

Whiteford, Taylor & Preston is pleased to announce that Chambers and Partners has once again ranked the firm highly in its 2017 list of leading firms and business lawyers. This year’s recognition includes a record 29 attorneys in 4 states, the District of Columbia and Afghanistan. 

Health Care and Elder Law Attorney Sigrid C. Haines Joins Whiteford

Whiteford Taylor & Preston announced today that prominent Maryland health care attorney Sigrid C. Haines has joined the firm as a partner in its Columbia and Baltimore offices. With decades of experience in health care and elder law, Ms. Haines is experienced representing hospitals, medical and health-related foundations, health care systems, nursing homes, home health agencies, physicians and pharmacies.

Whiteford, Taylor & Preston Recognized as National Tier 1 by U.S. News and World Report

The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.

Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.

Finance and Transactional Attorney Kimberly J. Min Joins Whiteford's Baltimore Office

Whiteford Taylor & Preston announced today that Kimberly J. Min, a Baltimore-based corporate attorney with significant public finance and real estate transactional experience, has joined the firm as a partner and will be based in its Baltimore office.   

“We are delighted to welcome Kimberly to the firm,” said Managing Partner Martin Fletcher.  “Her reputation and breadth of experience add significantly to our growing corporate profile.” 

Karen Syrylo to Present at Whiteford, Taylor & Preston and Watkins, Meegan, Drury's Computer Services Tax Event on March 11, 2008

The Maryland Chamber of Commerce's State Taxation Consultant Karen T. Syrylo will join the list of presenters for Whiteford, Taylor & Preston LLP and Watkins, Meegan, Drury & Company LLC's Computer Services Tax Event on Tuesday, March 11, 2008. Held on the eve of Maryland's hearings on measures to revise, limit or repeal the Computer Services Tax from 3:30 to 6:00 p.m. at WTP's offices (7 Saint Paul Street, Baltimore, MD 21202), the event will be moderated by Heather A.

Whiteford, Taylor & Preston Increases Its Number of Falls Church Attorneys and Expands Its Northern Virginia Location

Whiteford, Taylor & Preston LLP (WTP) has expanded its Falls Church office - by increasing the number of attorneys and enlarging its office space. Glenn R. Bonard, Eileen Morgan Johnson, Thomas Mugavero, Christy Richardson, and Andrew J. Terrell have joined Raymond J. Diaz, Michael Gartner, Christopher A. Jones, Katherine McCarthy, Edward J. O'Connell, and Eric A. Vendt in WTP's offices at 3190 Fairview Park Drive, Suite 300, Falls Church, VA 22042.

Enayat Qasimi, Experienced Middle East Lawyer, Joins Whiteford, Taylor & Preston's D.C. Office

Whiteford, Taylor & Preston LLP is pleased to announce that Enayat "Yat" Qasimi has joined the firm as a partner in our Washington, D.C. office, where he will focus on providing general business and corporate advice to foreign and domestic corporations, cross-border mergers & acquisitions, emerging market private equity, venture capital, off-shore transactions, and bilateral and multilateral international contracts.

Two Whiteford, Taylor & Preston Attorneys Named Among DC Area's Legal Elite

Whiteford, Taylor & Preston LLP (WTP) is pleased to announce that Jonathan Z. May and Glenn R. Bonard have been selected by Washington SmartCEO Magazine (SmartCEO) as Greater Washington's Legal Elite.

"Both inside and outside the firm, Jon and Glenn are known for their legal skills, dedicated service to others, and commitment to their community and profession," explained Albert J. Mezzanotte, Jr., managing partner of Whiteford, Taylor & Preston.  "In our eyes, it's their excellence of character that makes them great lawyers." 

Five WTP Attorneys Recognized in Chambers USA, 2004 - 2005

Whiteford, Taylor & Preston L.L.P., is pleased to announce that Thomas C. Barbuti (Real Estate), Joseph K. Pokempner (Labor and Employment), Larry M. Wolf (Labor and Employment), Jeanne M. Phelan (Labor and Employment ), and Robert B. Curran (Corporate) have been recognized in 2004/2005 edition of America's Leading Business Lawyers, published by Chambers & Partners.

WTP/UMBC Entrepreneurship Speaker Series - Spring 2004 Schedule

The Speaker series, presented under the auspices of the Alex. Brown Center for Science and Technology Entrepreneurship at UMBC, provides a monthly forum for successful technology entrepreneurs to share their experiences and insights with UMBC students, faculty, staff, alumni and the Baltimore business community. The series highlights experiences, lessons learned and unique challenges faced by technology entrepreneurs in the creation of a new enterprise.