Foreign Corporations

News & Analysis as of

Kolon Finally Served With Criminal Summons in Korea, Subsequently Settles for $360 Million

On April 30, 2015, Kolon Industries finally resolved two long-standing disputes regarding its alleged misappropriation of trade secrets related to DuPont Co.’s bullet-proof Kevlar Material.  The settlement resolved a six-year...more

Commerce Reissues BE-13 Reporting Requirements for Foreign Businesses

Although the BE-13 requirements for foreign companies investing in the United States should be old news by now, there are an increasing number of questions on this issue. The new regulations were put in place in 2014, and...more

Foreign Defendant Is Dismissed For Lack Of Personal Jurisdiction

Defendant is a Finnish company with its principal place of business in Finland. It contracts with codefendant Delaware corporation to distribute its products in the United States. Defendant does not conduct direct sales in...more

China Regulatory Enforcement Quarterly - Q1 – 2015 |

Inside This Issue: - Executive Summary - PRC Legal and Regulatory Updates - Major Enforcement News - China Communist Party Titles 101 - AIC Penalties Increase Risk of Dual Enforcement Actions - Frequently Asked...more

Guide To Doing Business in Australia: Major Forms Of Business Organisation (Update)

A foreign company or investor proposing to establish a business in Australia may choose from a number of different entities or forms of business organisation. Each of these forms has its advantages and disadvantages....more

Foreign Corporations and the Long Arm of the Law

Can foreign corporations avoid the long arm of the law? A recent order in a Massachusetts declaratory judgment patent case suggests that the answer may be, “sometimes.” The case began when Venmill Industries, Inc. filed a...more

OAS UPDATE: Bankruptcy Court Grants Limited Temporary Relief in Chapter 15 Case

Background: Grupo OAS, a Brazilian construction conglomerate linked to a massive corruption scandal (“OAS”), filed for Chapter 15 creditor protection in the Bankruptcy Court for the Southern District of New York on April 15,...more

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

Louisiana Court Rejects Imposition Of Franchise Tax Based On Ownership Of Partnership Interest

The Louisiana Court of Appeal reversed and remanded Bridges v. Polychim USA, Inc., No. 581,759 (La. Jud. Dist. Ct. Jan. 2, 2014) (unpublished), a case in which the trial court held that an out-of-state corporation was subject...more

U.S. Court’s Power to Compel Compliance with U.S. Discovery Arises Only with Jurisdiction (Ohio)

Lunkenheimer Co. v. Tyco Flow Control Pacific Party Ltd., 2015 WL 631045 (S.D. Ohio Feb. 12, 2015). In this international civil case, an intervenor/counter-defendant sought to compel compliance with a discovery order for...more

The New UAE Commercial Companies Law 2015

A new commercial companies law (“New CC Law”) was issued in the United Arab Emirates (“UAE”) on 1 April 2015 and will come into effect within the next three months. The New CC Law applies to companies established in the UAE...more

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Abolition of resident representative requirement for subsidiaries of foreign companies in Japan

In an effort to boost foreign investments in Japan, the Cabinet Office recently resolved to eliminate the residency requirements for representatives of Japanese subsidiaries of foreign companies. The change took effect on...more

Ticket to Sue – Pennsylvania’s Registration Requirement for Foreign Business Entities

Consider the following scenario: You represent a foreign corporation in a breach of contract action in Pennsylvania state court. Your client is seeking substantial damages for unpaid widgets that it shipped to the defendant...more

Gulliver’s Travels, Truth or Fiction?

There was once a man named Gulliver who traveled widely and wrote a book about his adventures called Gulliver’s Tales. During his first voyage, Gulliver is washed ashore after a shipwreck and finds himself a prisoner of a...more

The “Long Arm” Of Section 2115 May Be Shorter Than Some Believe

Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption “Description of Capital Stock”. The description began...more

More Tough Talk on Cracking Down on Offshore Activity

In what is becoming a popular refrain, we are continuing to hear tough talk by government officials on cracking down on offshore activity. The most recent target is once again corporate inversions. ...more

Second Circuit Ends "Doing Business" Test in New York for General Jurisdiction - The Court Adopts the "Essentially at Home" Test...

In September 2014, the Second Circuit abrogated the nearly century-old "doing business" test used by New York courts in deciding whether general jurisdiction exists over foreign corporations. In Gucci America, Inc. v. Weixing...more

Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the...more

Reversals of Fortune: Putting the Brakes on Section 10(b) and Section 11 Claims Against Auditors of China-Based Companies

A federal court’s recent dismissal of Securities Exchange Act claims against the auditor of a Chinese company prompted us to examine the state of recent U.S. civil securities litigation against accounting firms that audited...more

How to Bring a Franchise Brand to the US

What’s the best way for a successful franchisor outside the U.S. to launch its brand within the U.S.?  Here is one suggested approach: You can read a more detailed explanation of this process in a paper I recently wrote for...more

Important Updates Concerning the Accreditation Procedure for Branches/ROs of Foreign Companies in Russia

The procedure for the accreditation of branches/representative offices of foreign companies (“Branches/ROs”) in Russia, as well as for obtaining the personal accreditation of foreign employees of such Branches/ROs, was...more

Case Study: Setting Up A United States Business

In This Presentation: I. Introduction – UK Consulting Company History: 1. Established UK company with foreign subsidiaries. Core business is sale of consulting services to E&P companies and proprietary...more

No Safe Haven: DOJ Can and Will Seize Proceeds of Wholly Foreign Corruption

Nine pieces of real property in the New Orleans area purchased and owned by Honduran government official Mario Roberto Zelaya Rojas (“Zelaya”) are proceeds of criminal activity and subject to seizure, according to a civil...more

Ruling Demonstrates Potential for Inversion Rules to Apply in Inbound Structures

In Private Letter Ruling 201432002 (the “PLR”), the IRS ruled that a foreign-to-foreign “F” reorganization did not implicate the Section 7874 anti-inversion rules. As a result, a foreign corporation (that was 100 percent...more

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