Cross-Border Transactions

News & Analysis as of

U.S. Perspective on Intercompany Cross-Border Loans – Follow Best Practices and Avoid Unintended Consequences

When funds are moved through a corporate group, whether to fund an acquisition or the working capital needs of an affiliate, the transfers may be recorded as book-entry advances and not documented or documented at a later...more

MiFID 2RTS: Authorisation and Passporting

The MiFID 2 package takes effect (with a few exceptions) from 3 January 2017. We still await key technical measures. Following ESMA's discussion, consultation and advice papers last year, it has now started to publish final...more

Financial Services Weekly News Roundup - July 2015

Regulatory Developments - FINRA Proposes Rule to Require Member Websites to Link to BrokerCheck: FINRA has proposed an amendment to FINRA Rule 2210 to require each of a member’s websites to include a readily...more

Digital Disruption When You Least Expect (Or Want) It

In this Presentation: - Introduction - Chocolate, Cookies, Coffee and Biscuits - Privacy, Legislation, Underworld behaviour - Even manufacturers have secrets to protect! - Invention, 1%’ers and...more

Coming to America – A Guide for FPIs

In this Issue: - The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - Chapter 1: Background - Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and...more

PCAOB Launches Audit Committee “Dialogue”

As part of its audit committee outreach efforts, the Public Company Accounting Oversight Board has established a webpage called "Audit Committee Dialogue" focusing on recurrent areas of concern identified by the PCAOB over...more

Cyber Security - Risk Management and Mitigation

In This Issue: - Agenda - Current Threat Environment - Current Threat Environment - Strategic Importance - Asian Data Privacy Regimes At-A-Glance - Data Protection: Regional temp - Asia-Pacific...more

Guide to Doing Business in New Zealand: The Country and Government (Updated)

THE COUNTRY - New Zealand is an island nation in the South Pacific with a population of approximately four million five hundred thousand people from a diverse range of ethnic backgrounds. A significant majority of the...more

Due Diligence in Cross-Border Acquisitions Paving the Road to Enter or Run Away From a Deal in Brazil

With the great majority of foreign jurisdictions already adopting U.S.-style acquisition documents in connection with business acquisitions, U.S. investors experience a larger sense of comfort in negotiating their equity...more

Inside M&A - Spring 2015

Just What You Are Looking For?—Family Office Direct Investing in Search Funds - Family offices are increasingly taking note of “search funds” as a private equity investment alternative within the broader private equity...more

SEC Proposes Additional Cross-Border Rules for Security-Based Swaps

If finalized, the proposed rule would be the SEC’s second major step toward finalizing the cross-border rules for security-based swaps under the Dodd-Frank Act. On April 29, 2015, the US Securities and Exchange...more

"European Commission Launches Antitrust Sector Inquiry Into E-Commerce"

On May 6, 2015, the European Commission (Commission) launched an antitrust sector inquiry into the e-commerce sector. This sector inquiry is part of the Commission’s broader Digital Single Market Strategy, which aims inter...more

Final Risk Retention Rules: Impact on RMBS

The following is a brief memo outlining the impact of the final risk retention rules on the securitization of residential mortgage loans. Overview - In October 2014, the final Credit Risk Retention rules were...more

Securities and Governance Update

With a single statement the SEC upended the private ordering of how shareholder proposals are often dealt with in the height of proxy season. Historically, it has been well settled that companies may exclude shareholder...more

Tools to Defend Against Securities Litigation Arising out of Cross-Border M&A Transactions

Litigation following a merger involving publicly traded companies has become so commonplace in recent years that shareholder lawsuits challenging proposed mergers and acquisitions are frequently (and begrudgingly) referred to...more

SEC’s Proposed SBS Rules on Cross-Border Security-Based Swap Activities

When the Securities and Exchange Commission (SEC) adopted final rules in June 2014 on the cross-border activities of security-based swap (SBS) dealers and major SBS participants, the SEC indicated that it would reserve the...more

Japan makes significant changes to Consumption Tax Act – steps for offshore e-commerce providers

Japan’s National Diet has passed an amendment to the Consumption Tax Act which includes several important changes that especially affect offshore providers of e-commerce services in Japan. Change in cross-border...more

UPDATE: Cross-border Leveraged Lending – Consider Changes Needed to US Intercreditor Agreements for Financings with European...

Hybrid US/European restructurings can lead to unexpected commercial outcomes because of different practices in intercreditor agreements. The US loan markets continue to attract European borrowers whenever US pricing...more

Updated Filing Requirements in Connection with U.S. Inbound and Outbound Investment

Bureau of Economic Analysis Forms BE-13 and BE-10 - Companies should take note that the U.S. Bureau of Economic Analysis (BEA) has announced two updated filing requirements relating to cross-border investment: BE-13...more

The Financial Report - Volume 4, No. 9 • May 2015 (Global)

Discussion and Analysis - Securities and investment advisory services offered through . . . That phrase is ubiquitous among small and “independent” financial services firms, regularly appearing in 6-point or...more

International Tax Grows Up: The Tax Section at 75, Subpart F at 53, and the Foreign Tax Credit at 97

As the Tax Section celebrates its 75th anniversary, I was asked to reflect on the Section’s contribution in the international tax arena and on how the Section’s international community has grown. I started by recognizing the...more

Limitations on foreign exchange in Kazakhstan

On 16 March 2015 the Management Board of the National Bank of the Republic of Kazakhstan by its Resolution ?32 resolved to amend the Rules on Currency Operations in the Republic of Kazakhstan (Rules). The Rules inter alia...more

European M+A News, Spring 2015

In This Issue: - European M&A Dos and Don’ts for Non-European Buyers - Current Developments Prospects of a Trade Agreement Between the EU and Japan - Noteworthy Deals Intel Buys German Chipmaker...more

SEC Proposes Rules to Oversee Non-US Firms’ Swap Activity in the United States

On April 29, 2015, the US Securities and Exchange Commission (SEC) proposed new rules to enhance its oversight of non-US firms’ security-based swap activity in the United States. The proposal, if adopted, will have important...more

SEC Proposes Rules for Cross-Border Security-Based Swap Transactions

On April 29, the Securities and Exchange Commission published proposed rules that would require non-United States persons that use United States personnel to arrange, negotiate or execute a security-based swap transaction in...more

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