Legal Research

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Subscription required for online access unless otherwise noted:Real Estate Securities
Wednesday, August 5, 2009
By Peter M. Fass

" Peter M. Fass, a partner at Proskauer Rose, discusses Regulation D's prohibition on the use of general solicitation and general advertising; the well-known principle that a general solicitation is not present when there is a pre-existing, substantive relationship between an issuer, or its broker-dealer, and the offerees; and the SEC's guidance on websites that invite prospective investors to qualify as accredited or sophisticated as a prelude to participation in limited or private offerings transmitted on those web sites. "

Special Education
Wednesday, August 5, 2009
By Phyllis K.Saxe

" Phyllis K. Saxe, a New York City practitioner, reviews a recent U.S. Supreme Court case that resolved the question of whether the 1997 amendments to the Individuals with Disabilities Education Act 'categorically prohibit reimbursement for private-education costs if a child has not 'previously received special education and related services under the authority of a public agency.' "

OUTSIDE COUNSEL:

Personal Liability of LLC Members for Unpaid Sales Taxes
Wednesday, August 5, 2009
By Timothy Lewis

" Timothy Lewis, a member of T.W. Lewis & Co., writes that the Department of Taxation and Finance continues to routinely assess limited partners and LLC members based on a strict interpretation of §1131(1) regardless of degree of ownership or control, and it is not uncommon for a minority limited partner or LLC member who made a minimal investment and had no significant involvement with the entity or the sales taxes at issue to be assessed for an amount that is ten or twenty times the amount that they initially invested in the entity. This interpretation may follow the letter of the law, but certainly ignores the spirit and purpose of allowing the formation of LLCs. It weakens limited liability for LLCs and may defeat their primary purpose of encouraging investment and new businesses throughout the state"

REAL ESTATE TRENDS:

 Free With Registration: Marketplace
Wednesday, August 5, 2009
By Justin Smulison

"Holland & Knight's New York office will relocate uptown to slimmed-down quarters at 31 W. 52nd St. under a sublease from Clifford Chance. Also, ImClone Systems is the first tenant to sign on at the Alexandria Center for Science and Technology at East River Science Park. The biotech company's 91,000-square-foot lease will begin upon completion of the park's construction, which is expected by year's end."