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The CSA’s Latest Continuous Disclosure Review: Two Key Takeaways for Material Contract and Mining Disclosure

The Canadian Securities Administrators (CSA) recently published their annual review of Canadian public companies’ continuous disclosure filings in CSA Staff Notice 51-344 - Continuous Disclosure Review Program Activities for...more

Corporate & Financial Weekly Digest - Volume X, Issue 27

In this issue: - Court of Appeals for Third Circuit Overturns District Court Ruling Regarding Exclusion of Shareholder Proposal From Proxy Statement - FINRA Updates Its Interpretation of the SEC's Financial...more

Master Limited Partnership Parity Act Reintroduced To House And Senate

On June 24, 2015, the Master Limited Partnership Parity Act (S. 1656) was reintroduced in the House and the Senate. The legislation would provide investors in renewable energy projects with tax breaks that are currently...more

Master Limited Partnerships: Proposed Tax Regulations Scale Back Activities Giving Rise to Qualifying Income

The Treasury Department (Treasury) and the Internal Revenue Service (Service) have issued proposed tax regulations (Proposed Regulations) that provide guidance on, and significantly scale back, the types of activities...more

Drilling Down on Transparency: Quebec Introduces Bill Requiring Reporting For Mining, Oil & Gas Industries

On June 11, 2015, Quebec’s Minister for Mines introduced a bill before the Quebec National Assembly that proposes to impose mandatory reporting requirements on businesses operating in the mining and oil and gas sectors. The...more

Update: Extractive Sector Transparency Measures Act Now In Force

The Extractive Sector Transparency Measures Act (ESTMA) came into force on June 1, 2015. ESTMA is designed to reduce international corruption by enacting reporting obligations with respect to payments made to foreign and...more

Proposed Regulations on Publicly Traded Partnerships Affect Natural Resource Industry

The IRS proposed regulations [REG-132634-14] to provide guidance on what is “qualified income” from a publicly traded partnership’s (PTP) activities regarding minerals or natural resources, such as oil and gas fracturing...more

Insights for Improving Conflict Minerals Compliance

As the annual May 31 deadline falls on a Sunday this year, companies must file their Conflict Minerals disclosures under Section 1502 of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act with the U.S....more

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

Plans of Arrangement under CBCA: Lessons from Connacher Oil

In early 2015, 9171665 Canada Ltd. and Connacher Oil and Gas Ltd. (together Connacher) applied to the Alberta Court of Queen's Bench (Court) for a final order pursuant to section 192 of the Canada Business Corporations Act...more

In re El Paso Pipeline Partners, L.P. Deriv. Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015) (Laster, V.C.)

In this post-trial opinion, the Delaware Court of Chancery determined that a general partner breached a limited partnership agreement in connection with a “drop-down” transaction. The Court held that the partnership’s...more

IRS Proposes Guidance for Determining MLP Qualifying Income

Proposed regulations seek to provide rules for determining MLP qualifying income from certain activities and services performed with respect to minerals or natural resources. On May 5, 2015, the Internal Revenue...more

Locke Lord QuickStudy: The Broader Lesson of the El Paso Pipeline Decision

Alternative entities, such as limited partnerships and limited liability companies, have an advantage over corporations because of the greater flexibility to define the terms of the arrangement by contract. ...more

"Managing Related-Party Transactions With Yieldco and MLP Vehicles After El Paso Pipeline"

Sponsors generally form a yieldco or a master limited partnership (MLP) because the structure of these permanent capital vehicles allows for the issuance of equity to investors at a lower cost of capital, providing a...more

It’s All About the Process: Lessons from Delaware Court on MLP’s Conflicts Committee Approval

On April 20, 2015, the Delaware Court of Chancery issued a post-trial opinion in the case In Re: El Paso Pipeline Partners L.P. (C.A. No. 7141-VCL), finding El Paso Pipeline GP Company LLC, the general partner (GP) of El Paso...more

UAE Issues New More Flexible 2015 Commercial Companies Law

The UAE continues to develop a more sophisticated corporate regulatory regime which has significant implications for government-owned companies, limited liability companies and joint stock companies. All companies are...more

Are You an E&P Company Facing a Liquidity Crunch and Considering Restructuring?

In this lw.com interview, Latham & Watkins partner Michael Chambers looks at the impact of borrowing base redeterminations on exploration and production (E&P) companies. He also discusses additional debt capacity under high...more

Renewable Structures: Choices and Challenges

Since the first wind deal utilizing a partnership in 2003 (also known as a “partnership flip,” a “pre-tax after-tax partnership,” or a “wind safe harbor partnership structure”), there has been a constant evolution of...more

4 Key Restructuring Considerations for Distressed E&P Companies

“For distressed exploration and production (E&P) companies and their lenders, there can be many significant legal issues associated with restructuring,” according to Latham & Watkins partner Mitchell Seider. Seider is...more

Distressed Energy Sector Creates Need for Thoughtful Tax Planning

How do tax issues change for energy companies in a distressed environment? KS: Companies in a distressed environment often generate substantial losses which may need to be funded with additional debt or equity...more

Conflict Minerals Filings—Round Two

It’s that time of year again. Form SD filings are due June 1st (May 31st falls on a Sunday). For those who have been diligently working on your company’s annual report and proxy statement, it is time to turn your attention...more

PA Short Notes - March 2015

..In January, the PA Department of Revenue advised the tax community that it had - in November - joined the Multistate Tax Commission's corporate tax audit program, in order to increase the effectiveness and efficiency of PA...more

Focus on Tax Strategies & Developments - March 2015

In This Issue: - U.S. International Tax Policy: 10 Questions for 2015 - The New UK Diverted Profits Tax - France Implements Horizontal Tax Consolidation - China’s New General Anti-Avoidance Rules: An...more

Opportunities in Distressed Markets: Insights into the Acquisition and Divestiture Process

Uncertainty - The projections as to the near- and medium-term future of oil and gas prices are mixed – to say the least. Irrespective of the direction prices ultimately go, industry is faced with significant...more

Paths to African Partnerships

In recent years, African stars have soared. Governments, investors, and citizens have driven – and benefited from – booms in banking, construction, retail, and telecommunications. All along, of course, African states have...more

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