Norris, McLaughlin & Marcus

Government Charges “Tipping Liability” To Company Insiders At Dell & Nvidia

The basis for imposition of tipping liability for insider trading has been clarified by the Second Circuit.

In United States of America v. Todd Newman, Anthony Chiasson (Nos. 13-1837-cr (L), 13-1917 cr), the Second Circuit has vacated convictions for insider trading for two hedge fund portfolio managers convicted of trading on information obtained from analysts who had received nonpublic and material information about public companies in the technology sector.  The Second Circuit held that in order to hold the trader liable for insider trading, the Government had to prove “beyond a reasonable doubt that the tippee knew that an insider disclosed confidential information and that he did so in exchange for a personal benefit.”  p.4.  This is a significant reversal for the United States Attorney’s Office for the Southern District of New York, which has been very aggressive of late in pursuing insider trading violations.

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Video: Introduction to Options for Disclosing Offshore Assets

Melinda Fellner Bramwit discusses one’s options for disclosing offshore assets in the first video of a six-week series. Stay tuned over the next few weeks to learn more about the offshore voluntary disclosure program and the streamlined filing process for residents and non-residents.

REWIND: International Business News #97

This week, in the REWIND of international business news, we discuss Sweden raiding a popular file sharing site, Spain introducing a ‘Google Tax’, and Uber’s growth challenges.

Sweden captures pirates, but fails to sink their ship.

Authorities in Stockholm raided the servers of Pirate Bay, one of the world’s most popular file sharing sites, and successfully took the service offline this week.  Anti-piracy advocates expressed concern, however, that file sharing sites like Pirate Bay, which had facilitated the sharing of pirated software, music, movies and other electronic media for 11 years, have changed consumers’ behavior.  These sites have arguably created an entire generation of consumers that expects to have access to electronic media without cost.  Despite laws prohibiting the distribution of copyrighted material, this sense of entitlement to free media leads otherwise law abiding citizens to enjoy free media without remorse.

In search of protection for local publications, Spain introduces a ‘Google Tax’ that might reduce the traffic directed to such publications.

A new intellectual property law will be introduced in Spain that will permit Spanish publishers to charge aggregators like Google News for showing even the smallest snippet from their publications.  Publishers in Germany quickly discovered the value of Google News after a similar law led traffic to German publishers’ sites to plunge.  As we highlighted in a previous post, Google has been under scrutiny in the EU.  While Spanish publishers might later advocate against these restrictions if they experience a similar fate as their German counterparts, for now, this evidences further challenges for the search giant on the horizon.

‘Ubermentum’ hits speed bumps.

We previously chronicled potential trouble for Uber as it continues to rapidly expand to additional cities around the world.  Uber’s continued rapid growth has been met with an increasing number of legal challenges.  From Judges in Spain banning Uber from operating in the country, to heightened scrutiny of Uber’s checks on drivers following allegations of sexual assault against an Uber driver in New Delhi, it appears that some of the ‘Ubermentum’ is fading.  But a recent $1.2 billion funding round at a $40 billion valuation is evidence that investors still see growth potential.  That will certainly help the company overcome regulatory hurdles.

Start-up Visas Lure Entrepreneurs to Spain

If United States business owners start closing up shop and relocating to Spain, don’t be too surprised.  In 2013, the country passed a law that granted a visa for foreign entrepreneurs as long as they had a government-vetted business plan, health insurance, and money to support themselves.  This along with lower costs, fewer competitors, and an abundance of talent that comes at a much cheaper price than the United States, is luring business owners overseas.  The law, known as Ley de Emprendedores, is also helping create jobs at a time of high unemployment.

The process to receive a visa is fast paced and there are five visa categories: (1) investors who buy at least 500,000 euros of real estate; (2) entrepreneurs who plan to establish businesses; (3) highly skilled professionals; (4) researchers, scientists, and teachers; (5) employees and trainees.  About 3,800 foreigners, including investors, professionals and their family members, have received residency via the new law, and the number is expected to gradually increase, as it has in other countries with similar rules.  Some say Spain needs to make the law a little more revolutionary like Chile, which provides a grant $34,000 along with a one-year residency to new business founders who relocate there.  However, Spain does have an unsecured lending program, which has about 100 million euros, or $125 million, to lend to small and mid-size companies annually.

One caveat – effective January 1, 2015, legislation will go into effect creating a one-time exit tax on unrealized capital gains that will apply to certain entrepreneurs and investors who have claimed tax residency in Spain and subsequently leave and claim residency elsewhere.  Although that exit tax may raise some eyebrows, it is not as debilitating as one would think, as it will only apply to entrepreneurs if they stay in Spain for ten years and then claim tax residency in a different county.

Click here to read the full article published in The New York Times, “At Spain’s Door, a Welcome Mat for Entrepreneurs,” by Nick Leiber.

How Business Structure Affects Taxes

There are many types of business structures (Sole Proprietorship, Partnership, Limited Liability Corporation, Cooperative, C Corporation, S Corporation) and each one affects taxes differently. If you want, or are planning on opening a business, the choice is very important, especially when it comes to taxes.  Check out the comprehensive research graphic below detailing the definition of each structure, the advantages and disadvantages, required tax forms, tax requirements, and more. You may also click here to see the graphic on a new page.

Business Structure and Taxes
Source: Accounting-Degree.org

President’s Executive Action Will Lead to Additional Benefits For Undocumented Immigrants

On November 20, 2014, the President announced a series of executive actions that will lead to deferred action status, work authorization and other benefits for those who were not previously eligible. These initiatives include:

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Another Round of ICE with Your I-9? Make Sure Your US Employees are “Eligible” Employees

As you are probably aware by now, the Immigration and Nationality Act (“INA”) requires employers to verify the identity and employment eligibility of all individuals hired in the United States after November 6, 1986. Employers are required by law to maintain for inspection original Forms I-9 for all current employees. The I-9 documentation requirement even applies to former employees, who must maintain Forms I-9 are required for a period of at least three years from the date of hire or for one year after the employee is no longer employed, whichever is longer.

Monetary and criminal penalties abound for failure to comply with the I-9 requirements. Employers determined to have knowingly hired or continued to employ unauthorized workers will be required to cease the unlawful activity, may be fined, and in certain situations may be criminally prosecuted. Monetary penalties for knowingly hiring and continuing to employ violations range from $375 to $16,000 per violation, with repeat offenders receiving penalties at the higher end. Penalties for substantive I-9 violations, which includes failing to produce a Form I-9, range from $110 to $1,100 per violation. In determining penalty amounts, ICE considers five factors: the size of the business, good faith effort to comply, seriousness of violation, whether the violation involved unauthorized workers, and history of previous violations.

For the full story, please click here for Alan J. Pollack’s Immigration Alert.

Jesse Nash to Present at “International Expansion: Getting the Thinking Right” Seminar

So you’re thinking about expanding internationally; now what? Please join Norris McLaughlin & Marcus, P.A., PNC Bank, and The Alternative Board for a complimentary seminar on how to expand your business into international markets. The seminar is designed for business owners, professionals, and others responsible for managing business operations, and will offer practical information on how you can be successful in the global marketplace.  Discussion topics will include:

  • Issues to consider when expanding internationally
  • Potential roadblocks and problem resolution
  • Evaluating and navigating the business and regulatory environments in international markets
  • Legal strategies to avoid pitfalls when entering new markets
  • Financing strategies to facilitate international expansion

Featured Speaker:

David Drew, Objectivity Consulting

Presenters:

Jesse P. Nash, Esq., Norris, McLaughlin & Marcus, P.A.

Nicholas Martin, Vice President, Commercial Banking, PNC Bank

The program will conclude with a problem solving session led by Cathy Lawler and Vicky Richards, owners of The Alternative Board, where attendees will have the opportunity to participate in a sample peer advisory round table and brainstorm ideas to address specific international expansion issues.

For more information and to register, please click here.

Tax Alert – Changes to U.S. Tax Treatment of Canadian Retirement Plans

U.S. Taxpayers and Canadian Taxpayers with Registered Retirement Savings Plans or Registered Retirement Income Funds find Relief with IRS Simplified Filing Program – Wilkin & Guttenplan P.C. Discuss the Simplified IRS Form 8891 Filing Procedures:

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Christmas is Coming, Where is the United States Economic Recovery?

James Glassman, Managing Director and Senior Economist of JP Morgan Chase & Co., delivered remarks about the state of the economic recovery and how the changing economy will affect the U.S. business community at Wilkin & Guttenplan P.C.’s Second Annual Economic & Industry Outlook Forum.

So where exactly is the United States economic recovery?

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