Cross-Border Transactions

News & Analysis as of

Acquisitive Reorganization Under Section 367(b)

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

EU Adopts a Parent-Subsidiary Directive Amendment on Hybrid Loans

On July 8th 2014, the European Union’s Economic and Financial Affairs Council (ECOFIN) adopted an amendment to the Parent-Subsidiary Directive (PSD). This amendment is targeted at cross-border hybrid loans and aims to...more

Top 4 Innovations Driving Growth in the Global Sukuk Market

The Sukuk Opportunity - Total Sukuk issuances for 2013 stood at approximately US$120 billion and the Sukuk market is likely to sustain double-digit growth in the coming two to three years with assets in Islamic finance...more

The CFTC’S Cross-Border Application of the Dodd-Frank Act

After years of anticipation, the U.S. Commodity Futures Trading Commission in July 2013 issued more than 300 pages of “guidance” ostensibly to assist market participants in understanding the breadth of the extraterritorial...more

Financial Services Bulletin: Action at the SEC

On Wednesday, June 25, 2014, the Securities and Exchange Commission (the "SEC") issued new rules and guidance regarding cross-border security-based swap activities for market participants. The SEC issued the new rules as part...more

SEC Adopts Cross-Border Security-Based Swap Rules

On June 25, the SEC adopted the first of a series of rules and guidance on cross-border security-based swap activities for market participants. The rules and guidance explain when a cross-border transaction must be counted...more

Orrick's Financial Industry Week in Review

ESMA Publishes Table Showing Compliance with its Guidelines Relating to Global Supervisory Co-Operation on AIFs - On June 20, ESMA published a table showing which competent authorities comply or intend to comply with...more

Global Private Equity Outlook

In this report: - Introduction - Overview - Deal Process - Portfolio Strategies - Cross-Border Dealmaking - Exits - Fundraising - Conclusion - Private Equity...more

"The New SAFE Regulations: A Sea Change in PRC-Related Financing?"

New regulations issued by the State Administration of Foreign Exchange (SAFE) of the People’s Republic of China (the PRC) became effective on 1 June 2014. These regulations (the Regulations) will have a significant effect on...more

Impact of the New PRC Cross-Border Security Regulations on Debt Financing

On May 12, 2014, the State Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China (the “PRC”) issued a notice on the Issuance of Administration Rules of Foreign Exchange on Cross-border Security (the...more

Relaxation of PRC cross-border security and guarantee restrictions by SAFE’s New Rules

The Regulation on Foreign Exchange Administration of Cross-border Security together with its operational guidelines (collectively the New Rules) released by the State Administration of Foreign Exchange (SAFE) came into effect...more

CFTC and Reserve Bank of Australia Sign Memorandum of Understanding Regarding Cross-Border Clearing Organizations

The Commodity Futures Trading Commission and Reserve Bank of Australia signed a memorandum of understanding (MOU) regarding the cooperation and the exchange of information in the supervision and oversight of clearing...more

DOJ Issues Further Guidance on Swiss Bank Program

Recently the Justice Department’s Tax Division issued further “comments” regarding its “Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks.” In prior posts we have described this program designed to...more

Top Ten Issues when Drafting International Agreements – Part I

Cross-border agreements come in all shapes and sizes, from manufacturing agreements to joint ventures, employment contracts to merger agreements. Each type has its own quirks, but we can boil down the most common legal issues...more

Is More Always Better? Are Multiple Forms of General Security Agreement Necessary in Every Cross-Border Financing?

U.S. and Canadian Forms of General Security Agreement. It is not uncommon in cross-border financing transactions to have multiple U.S. and Canadian entities as borrowers or guarantors. In these transactions, there are often...more

Inversion Transactions Likely to Continue and Expand into Other Markets and Industries

During recent months there has been a surge in cross-border M&A activity in which U.S. and non-U.S. companies combine in so-called inversion transactions. Examples of these transactions are Endo International’s acquisition of...more

Doing Business in Latin America and the Caribbean: Honduras

Honduras, in the north-central part of Central America, has a Caribbean as well as a Pacific coastline. Generally mountainous, fertile plateaus, river valleys and narrow coastal plains mark the country. With 112,090 square...more

Finding Peace When Settling U.S. and EU Price-Fixing Claims

The great majority of private antitrust disputes are resolved through settlements. One of the key challenges for policymakers, practitioners, consumers and businesses is how to efficiently resolve cross-border price-fixing...more

Legislative Update Report No. 2014-07

In This Issue: - Federal Government - Alberta - British Columbia - Manitoba - New Brunswick - Newfoundland - Northwest Territories - Nova Scotia - Nunavut - Ontario - Prince Edward...more

Move Towards A Chinese FATCA?

Enhanced Reporting Requirements for PRC Residents on Foreign Assets and Transactions - On 9 November 2013, the PRC State Council released the revised reporting requirements for 'PRC residents' in relation to their...more

Advanced Copyright Issues on the Internet

In This Publication: - I. Introduction - II. Rights Implicated By Transmission And Use Of Works On The Internet - III. Application Of Copyright Rights To Specific Acts On The Internet - IV....more

White House Announces “Single Window” Initiative Aimed at Streamlining the US Export/Import Process: Supply Chain Regulatory...

President Obama’s February 19 Executive Order outlines an initiative aimed at reducing supply chain barriers by simplifying filing processes and eliminating duplicative requirements in order to allow companies to concentrate...more

China’s Simplified Merger Review Program May Significantly Reduce Wait Times For Certain Global Transactions

MOFCOM announces simplified merger-review program that could accelerate antitrust clearance from Chinese authorities for many transactions. MOFCOM estimates as many as 60% of notified transactions will qualify and receive...more

MBHB Snippets: Review of Developments in Intellectual Property Law - Volume 12, Issue 1 (Winter 2014)

In This Issue: Experience with the USPTO’s First Action Interview Program; “Patent Trolls” Beware – Congress Tackles Vexatious Patent Litigation; Evolving Data Protection Regimes in the Asia-Pacific Arena and Their...more

2013 Insurance Industry Year End Review and Forecast for 2014 (Global)

The tectonic plates of insurance regulation are shifting – with reverberations across the industry. The industry is also faced with significant commercial pressures, including a flood of third-party capital; persistent...more

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