Foreign Corporations

News & Analysis as of

International Crackdown: Tax Authorities Look to Employment Structures in Initiating Audits

In structuring their workforces abroad, taxes are a major driving force for employers—and if recent government initiatives are any indicator, employers should take care when considering the tax implications of their staffing...more

Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute?

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act...more

Update on China’s New Restrictions on Internet Content

Apple’s iTunes and Disney’s DisneyLife websites have reportedly become early targets of China’s internet regulators who are beginning to enforce new rules restricting the publication of online content. The new rules, the...more

National People’s Congress of China Approves Law on Foreign NGOs

On April 28, 2016, the 20th meeting of the 12th Standing Committee of the National People's Congress (NPC) of China approved The Law on the Administration of Activities by Foreign Non-Governmental Organizations within the...more

Adjudicating L-1A Functional Manager Petition Requires Consideration of Role Within the Wider Qualifying International...

The USCIS issued a Policy Memorandum adopting as binding a USCIS Administrative Appeals Office (AAO) non-precedent decision that provides guidance on evidence considered when determining whether a beneficiary qualifies as...more

Delaware Supreme Court Holds That Business Registration Does Not Constitute Consent to General Personal Jurisdiction

On April 18, 2016, the Delaware Supreme Court held that corporations not incorporated in Delaware that register to do business in that state are not subject to the “general” jurisdiction of the Delaware courts. In Genuine...more

A Look at Tax Issues of the Life Sciences and Tech Industries

Wolters Kluwer had the opportunity this past week to sit down with Pepper Hamilton LLP partners Todd Reinstein, Washington, D.C., and Joan Arnold, Philadelphia, to discuss current tax issues particularly relevant to the life...more

Why Delaware Corporations Should Worry About California Law When Making Dividends

When paying a dividend to shareholders, California corporations are subject to Chapter 5 of the California Corporations Code. Corporations incorporated in Delaware and other states may also be subject to Chapter 5 if they...more

Delaware Supreme Court Significantly Limits Personal Jurisdiction of Non-Delaware Corporations

A corporation is no longer deemed to have consented to personal jurisdiction in Delaware solely as a result of registering to do business there. A recent Delaware Supreme Court decision, Genuine Parts Company v. Cepec, makes...more

Using Independent Sales Representatives to do Business in the United States

Domestic and foreign manufacturers and suppliers that sell their products at wholesale in the United States may benefit from contracting with local independent sales representatives in the United States to help promote sales...more

Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600. Readers at, or representing, foreign corporations may have skipped...more

Exercise of General Jurisdiction Over Foreign Corporations Overturned

The Delaware Supreme Court overturned its long-standing precedent in Sternberg v. O'Neill, 550 A.2d 1105 (Del. 1988), and ruled that a foreign corporation's registration to do business in Delaware and related appointment of a...more

Delaware Supreme Court: No General Jurisdiction Over Non-Delaware Businesses Simply by Virtue of Registering to Do Business in...

Merely registering to do business in Delaware does not subject a non-Delaware company to the general jurisdiction of Delaware courts. In Genuine Parts Company v. Cepec, Delaware Supreme Court Chief Justice Leo E....more

Genuine Parts Co. v. Cepec, C.A. No. N15C-02-184 (Del. April 18, 2016) (Strine, C.J.)

In this important decision construing the scope of Delaware’s registration statutes for foreign corporations, the Delaware Supreme Court ruled that such statutes provide a means for service of process, but do not confer...more

Treasury Issues Stringent Inversion Regulations, Proposes Far-Reaching Related-Party Debt Rules

New regulations expand prior guidance reducing tax benefits of inversions. Proposed debt-equity rules will impact even routine intercompany transactions. On April 4, 2016, the US Department of the Treasury (Treasury) and...more

Treasury Targets Related-Party Debt with Proposed Regulations to Treat Debt as Equity

Proposed regulations would establish a sweeping framework to treat debt as equity in an effort to curb the use of “excessive” related-party debt. On April 4, 2016, the US Department of the Treasury (Treasury) and the...more

No General Jurisdiction Over Out-of-State Firms Registering to Do Business in Delaware

The Delaware Supreme Court ruled yesterday that out-of-state corporations no longer would be subject to general personal jurisdiction in Delaware merely because they had registered to do business in Delaware. In making that...more

How California Made Mergers Potentially More Difficult

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners. They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements...more

Countries Close to Signing U.S.-China Bilateral Investment Treaty

After 24 rounds of negotiations, former Chinese Minister of Commerce Chen Deming announced on March 23, 2016, that the United States and China have resolved several key roadblocks and are close to signing a U.S.-China...more

Alert: Treasury Department Expands Anti-Inversion Rules, Earnings Stripping Rules

On April 4, 2016, the United States Department of the Treasury issued temporary regulations that expand the scope of transactions subject to the rules designed to eliminate the US tax benefits of "inversions." The temporary...more

Why Some Delaware Corporations Will Want To Waive This California Statute

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

Doing Business in Cuba Under the FCPA, Part IV

I continue my exploration of some of the issues around doing business in Cuba, from the Foreign Corrupt Practices Act (FCPA) perspective. Today I want to consider the types of ownership structures that are currently in place...more

New Temporary Inversion Regulations

The IRS once again is targeting inversions, and this time there have been immediate tangible results. The IRS issued temporary regulations on Monday targeting inversion transactions. An inversion occurs where a foreign...more

M&A Update: Broad Anti-Inversion Rules Released

On April 4, 2016, Treasury released new rules making it more difficult for some U.S. companies to invert (“Serial Inversion Regulations”), Proposed Regulations limiting the effectiveness of “earnings stripping” techniques...more

Innovation and Censorship of Television in China

China has embarked on a difficult transition from high growth fueled by reliance on investment and manufacturing to growth based on consumption and the service sector. For this new economic model, the key to sustaining growth...more

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