Trust the Leaders

Issue 7 / Spring 2004

• Full Disclosure: Sarbanes-Oxley Changes for this Year’s Annual Report and Proxy Season Nearly 18 months after the adoption of the Sarbanes-Oxley Act, the initial flurry of new disclosure rules and corporate governance regulations has subsided and generally slipped from the public eye. However, public companies need to be aware that many of the rules and regulations adopted by the SEC and other regulatory bodies under Sarbanes-Oxley are just now coming into effect. These rules will result in significant changes and additional disclosures in the annual reports and/or proxy statements filed by companies this year.
• Getting Strategic: Alliances That Click With increasing regularity, businesses of all types announce strategic alliances, joint ventures or partnerships with other companies. Often, the particular alliance or partnership is touted as a vehicle that will produce significant benefits for both companies.
• Price Negotiation $olution What happens when the buyer and seller of a business really want to make a deal but can’t agree on a price? In many cases there is no deal, and the parties go their separate ways. In some cases, however, the parties are able to salvage the deal despite their differences by using an earnout.
• Is Your Property in a “Safe Harbor”?: Tenancies-in-Common in Section 1031 Tax-Deferred Exchanges Explained In recent years, a number of Revenue Rulings, private letter rulings and Revenue Procedures issued by the Internal Revenue Service (the Service) have provided guidance on special situations related to tax-deferred exchanges, including reverse exchanges and tenancy-in-common transactions.
• Tax-Exempt Financing for Religious Nonprofits: Lessons on the First Amendment ABC Prep School is a secular nonprofit organization that owns and operates a K-8 private school. The school has an enrollment of 200 students, modern facilities, a committed faculty, engaged and generous parents and an active, well-connected board of trustees.