New Guidance Issued by Securities and Exchange Commission for Climate Change Disclosures by Public Companies

On February 2, 2010, the Securities and Exchange Commission (“SEC”) published an interpretive release to provide guidance to public companies on the SEC’s existing disclosure requirements relating to climate change. Those requirements apply to registration statements and periodic reports filed under the Securities Act of 1933 and the Securities Exchange Act of 1934.

This is the first time the Commission has addressed climate change disclosures. The interpretive release does not create new legal requirements or modify existing requirements. Instead, the guidance is intended to provide clarity about the requisite disclosures for public companies regarding the impacts of climate change on their businesses. The guidance is meant to foster consistency in the treatment public companies give to their disclosures related to climate change.

Wolfstone Featured in Law360 Q&A

Lane Powell Shareholder, Jeff Wolfstone participated in Law360’s Corporate Finance Q&A, that was published in the November 3 newsletter. In the column Wolfstone discussed why he chose his practice area, what has challenged him and what advice would he give to a new attorney. Law360 is a news source that covers a wide range of news from a large spectrum of practice areas

U.S. Treasury Department Issues Guidance for Cash Grants in Lieu of Energy Tax Credits

On July 9, 2009, the U.S. Treasury Department issued guidance for the award of cash grants by the federal government (“Grants”) in lieu of energy tax credits under Section 1603 of the American Recovery and Reinvestment Act of 2009 (“ARRA”). When ARRA was enacted in February 2009, Congress recognized that current economic conditions have reduced investors’ taxable income, and the attractiveness of the production tax credit (“PTC”) and the investment tax credit (“ITC”) as incentives for development of renewable energy projects has diminished. The goal in providing cash grants for a limited period is to spur renewable energy development, even in the absence of taxable income, and to further the goals of job creation and expansion of renewable energy sources.

View full article (PDF).

New Tax Benefits for Investing in Small Businesses

The global economic meltdown has caused investors to take a new look at investing in private companies and the tax breaks that might arise from such investments. The recently enacted federal stimulus package contains such a tax break, excluding 75 percent of the gain on the sale of shares of certain companies from federal taxation. This tax break serves to encourage investment in startup companies that would normally have difficulties enticing capital investment. View full article (PDF).

This article first appeared in Seattle Business magazine.

Law that allows incorporating sustainability into charters allows protection, visibility

In 2007, the Oregon Legislature adopted House Bill 2826, which allows Oregon corporations to include a provision in their Articles of Incorporation “authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible.” ORS Chapter 60.047(2)(e) became effective on Jan. 1, 2008. View full article (PDF).

New rules put pressure on private companies

The free ride is over. Privately held companies now face the same burden borne by public companies last year: Implementing FIN 48. View full article (PDF).

Sarbanes-Oxley: Smaller Companies Bear the Brunt of Compliance Costs

In 2002, Congress passed the Sarbanes-Oxley Act, sweeping legislation to reform federal securities laws in response to Enron, Worldcom and other corporate scandals. Since then, many of the notable culprits have been successfully prosecuted and are either serving hard time in prison or have passed away. Yet the legislation (commonly called SOX) remains, along with the spate of related Securities and Exchange Commission rules. And so do the compliance costs facing Oregon’s public companies. View full article (PDF).

This article first appeared in Oregon Business Magazine.

Recent Oregon Corporate Tax Developments – Recent Developments in Equity-Based Compensation

Oregon moves one step closer to a single sales factor apportionment formula. For tax years beginning after June 30, 2006, business income is apportioned for purposes of Oregon corporate excise (income) tax by multiplying the corporation’s business income by a multiplier equal to 90 percent (previously, 80 percent) of the sales factor, plus 5 percent (previously, 10 percent) of the property factor, plus 5 percent (previously, 10 percent) of the payroll factor. However, for tax years beginning after June 30, 2006, certain forest products companies will use a double-weighted sales factor in the formula. View full article (PDF).

DOL Takes Sides in Civil Suit Against Corporate Board of Directors

The U.S. Department of Labor (DOL) recently filed an amicus brief with a federal court in Oklahoma in support of a class action lawsuit brought by 401(k) plan participants against the board of directors of the company that sponsored their plan. As discussed below, the position taken by the DOL has potentially significant implications for directors of corporations which sponsor retirement plans – especially retirement plans that permit investment in the stock of the sponsoring corporation. View full article (PDF).

Recent Developments in Equity-Based Compensation

In the last three years, the business agenda has been reset by Congress, the Securities and Exchange Commission, state attorneys general, private litigants, regulatory bodies, securities exchanges and institutional investors. A great deal of attention has been given to the widespread use of stock options to compensate corporate directors, executives and employees. View full article (PDF).

Updating the Oregon Business Corporation Act

As of January 1, 2004, the Oregon Business Corporation Act (“OBCA”) will be updated to bring portions of the OBCA into conformity with the Model Business Corporation Act on which the OBCA is based. View full article (PDF).

Stock Options In The Spotlight

This is a reprint of an article that appeared in the September 20, 2002, issue of the Portland Business Journal as part of a special section on the first Oregon Business Plan Competition. Lane Powell was a sponsor of the Competition, in which over 150 early stage companies submitted their business plans with the hope of being selected as one of the top three contestants. The Portland Business Journal is publishing a series of articles that follow the progress of the three winning companies over the next year. View full article (PDF).