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Environment: Alert - November 18, 2009

Environmental justice – a mix of environmental and civil rights law and policy – is receiving in­creased attention in the Obama Administration, bringing with it challenges and opportunities for municipalities, facilities and others operating in low-income and minority communities. This alert discusses various aspects of environmental justice and the implications for the Obama Administration. Federal agencies, including the DOJ and EPA, have concluded that low-income and minority communities bear a greater environmental risk than the general population. Now is the right time to take stock of your environmental justice situation and take any prudent proactive steps.

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Private Wealth Services: Newsletter - November 2009

There has been considerable debate on Capitol Hill this year over the taxation of a Carried Interest in the context of a Private Equity Fund (PEF). At the same time, there has been public discussion of the role that the private equity industry will have in our economic recovery. In the realm of estate planning, PEF Principals possess unique opportunities to shift the performance of their interest in a PEF to future generations – potentially resulting in very significant estate tax savings. This article will review the basic PEF structure, describe the nature of a Principal’s interest in a PEF and indentify wealth transfer techniques that should be considered by a Principal.

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Business and Tax
Alert - February 12, 2008
 
FTC Announces Increases to Hart-Scott-Rodino Thresholds
 
 February 12, 2008
 
John R. Dierking- Orlando

The Federal Trade Commission (FTC) has announced increases in the thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) which will apply to all transactions closing on or after February 28, 2008. Beginning in 2005, Congress required that the FTC increase the HSR thresholds annually based on changes in the gross national product.

HSR requires that parties intending to merge, purchase or sell voting securities, non-corporate interests or assets, or engage in certain other acquisition transactions provide both the FTC and the Antitrust Division of the Department of Justice (DOJ) with information regarding their operations and the proposed transaction if certain minimum jurisdictional thresholds are met. Based on HSR’s purpose to allow the FTC and DOJ time to detect and potentially address any perceived anti-competitive effects of a transaction, the parties involved may not close a covered transaction until the applicable waiting period designated in HSR has passed.

HSR filings are required if both the size of person and size of transaction jurisdictional thresholds are met and no exemption is available under the HSR regulations. As of February 28, 2008, the new thresholds are as follows:

    • The size of person threshold will generally be met if one party to the transaction has total assets or net sales of $126.2 million or more and the other party to the transaction has total assets or net sales of $12.6 million or more – provided that this threshold does not apply to transactions valued at $252.3 million or more. The size of person threshold is measured at the ultimate parent entity level of each party and includes all entities controlled by each such ultimate parent entity.
    • The size of transaction threshold will be met if, as a result of the transaction, the buyer will hold voting securities, assets and/or non-corporate interests of the seller valued in excess of $63.1 million.

Under HSR, each buyer is required to pay a filing fee in connection with any required filing. The applicable filing fee varies based on the value of the voting securities, assets and/or non-corporate interests to be held as a result of the transaction. As of February 28, 2008, the filing fee schedule will be as follows:

Value of Transaction Filing Fee
> $63.1 million but < $126.2 million $45,000
126.2 million or more but < $603.8 million $125,000
$630.8 million or more $280,000


For more information, email John Dierking at john.dierking@hklaw.com or call toll free, 1.888.688.8500.

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