Foreign Corporations

News & Analysis as of

California Department of Business Oversight Issues Opinion Letter Declaring Foreign Check Clearing Services Not Subject to State’s...

On August 24, the California Department of Business Oversight issued a redacted opinion letter clarifying that foreign check clearing services are not considered money transmission subject to the Money Transmission Act. In...more

MoFo New York Tax Insights - Volume 6, Issue 9

Tribunal Upholds Personal Liability of LLC Members for Sales Tax - The New York State Tax Appeals Tribunal has affirmed the determination of an Administrative Law Judge that a member of a limited liability company...more

Further Crackdown on Offshore Corporations

In their continued effort to crackdown on offshore activity, the IRS and Treasury released proposed regulations yesterday that target debt held by foreign partnerships. These regulations provide that debt held by foreign...more

Officers And The Internal Affairs Doctrine

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court,...more

Immigration Law for Startups: Prime Visa Options

This is the second in a three-part series that provides guidance to new or foreign companies that are entering the U.S. market and seeking to employ either foreign nationals already in the United States on non-working visas,...more

Business Litigation Report - August 2015

Extradition for U.S. Antitrust Crimes: An Anomaly or the New Normal? - In April 2014, Germany extradited Romano Pisciotti, an Italian national, to the United States to face criminal charges related to his alleged...more

Successful Strategies for Doing Business in Asia: Korea (Updated)

WHAT ROLE WILL THE GOVERNMENT OF KOREA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The Korean government takes an active, investor-friendly role in approving and regulating foreign direct investment....more

IRS Issues Notice Announcing Intention to Require Gain Recognition on Certain Transfers of Property to Partnerships with Related...

I. Overview - On August 6, 2015, the Internal Revenue Service (the “IRS”) and the Treasury Department announced their intention in Notice 2015-54 (the “Notice”) to issue regulations (the “Future Regulations”) under...more

Treasury Releases Guidance for Contributions of Appreciated Property to Partnerships with Related Foreign Partners

On August 6, 2015, 18 years after U.S. Congress authorized regulations under Internal Revenue Code Section 721(c), the U.S. Department of the Treasury and the Internal Revenue Service (IRS) released Notice 2015-54 announcing...more

Immigration Law for Startups: Best Practices

This is the first in a three-part series that provides guidance to new or foreign companies that are entering the U.S. market and seeking to employ either foreign nationals already in the United States on non-working visas,...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

Use of Estonia in U.S. International Tax Planning

According to recent estimates, Estonia, which is situated halfway between Stockholm and St. Petersburg, currently has more than 350 start-up technology companies – one for every 3,700 citizens – and the government expects...more

California Dreaming: The Bite of Bauman, the Perfume of Preemption, the Stink of Stengel

This week the Drug and Device Law Son turns 20. It is apparently an age of discontent, of gripes and snipes. When we asked the DDLS what he wanted for his birthday, he said he wanted to move "back" to California. Something...more

U.K. Modern Slavery Act: New Disclosure Requirements for Companies Operating in the United Kingdom

Companies that do business in the United Kingdom should assess their exposure to the U.K. Modern Slavery Act, which goes into effect this October. The transparency provisions of the Act are applicable to companies that do any...more

IRS Announces Intent to Tax Transfers to Partnerships

On August 6, 2015, the IRS issued Notice 2015-54 (the "Notice"),[1] which states that the IRS and Treasury Department intend to issue regulations under section 721(c) of the Internal Revenue Code of 1986 (the "Code") to...more

Treasury Consultation Paper – Another Step Towards Crowd-Sourced Equity Funding

On 4 August 2015, the Treasury of the Australian Government released a consultation paper, facilitating crowd-sourced equity funding and reducing compliance costs (Consultation Paper). This follows the previous discussion...more

Foreign Qualification: Doing Business in Other States

You’ve formed your company in your home state and now want to do business in a different state. Or maybe, you’ve incorporated in Delaware (because you’ve heard that’s where all the corporate magic happens), even though you...more

Acquisitive Reorganizations Under 367(b) (Updated)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

Blog: CooleyAR’s summer holiday

However, before we pack our bags it is worth reflecting on David Cameron’s recent speech in Singapore where he addressed the threat posed by corruption worldwide. We were particularly interested in his comments on how the UK...more

Cancellation of licenses of entities controlled by persons from the Russian Federation - Risks connected with licensed economic...

On 28 June 2015 the Law of Ukraine "On Licensing of Types of Economic Activity" dated 2 March 2015 (hereinafter - the "Law") entered into effect. In particular, the Law provides the grounds for cancellation of licenses...more

New Jersey Rulings Allay Personal Jurisdiction Concerns Raised by Daimler and Goodyear

Two judges in the U.S. District Court for the District of New Jersey have denied motions to dismiss for personal jurisdiction in Hatch-Waxman litigations based on the defendants’ compliance with New Jersey’s foreign...more

U.S. Capital Markets Regulation and Practices: An Overview for Non-U.S. Companies

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars, for companies located outside the United States. For non-U.S. companies (which we refer to in this...more

Blog: A Proposal To Extend Beneficial Ownership Rules To UK Land-Holding Foreign Companies

A report published yesterday by Global Witness, alleging that an individual with ties to a former Kazakh public official owns large swathes of London, follows much recent interest in the issue of public officials owning...more

Don’t Get Personal

Xilinx, Inc. v. Papst Licensing GMBH & Co. KG (Judge Lucy Koh) (July 9, 2015) - The Supreme Court’s 2014 ruling in Daimler v. Bauman raised the bar to establish personal jurisdiction over a defendant. Daimler has made it...more

Out-of-State M&A Lawyer Can Be Sued In California

Many M&A transactions are negotiated across state lines.  When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit...more

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