Foreign Corporations

News & Analysis as of

9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent

Section 2110 of the California Corporations Code governs service of process on a foreign corporation. One means of valid service under the statute is by delivering process by hand to the corporation’s general manager in...more

NJ Senators Hold Press Conference on Combined Reporting

New Jersey Senators Lesniak (D), Greenstein (D), and Sarlo (D) held a press conference today concerning combined-reporting legislation that they are sponsoring....more

The Delaware Competes Act Signed Into Law

This week, Delaware Governor Jack Markell signed into law HB 235, otherwise known as the Delaware Competes Act of 2016. HB 235 was passed by the Delaware State House of Representatives on January 14, 2016 and the Delaware...more

Where To Meet? The Answer May Have Surprising Consequences

In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices . As a result, many corporations hold their meetings in California even though they may be incorporated...more

It’s Annual Report Time—Helpful Tips for the Preparation of 2015 Form 20-F

It is that time of the year for a large number of non-US companies to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-Fs must be filed with the US Securities and Exchange...more

New Delaware Chapter 15 Filing – Eastern Continental Mining and Development Ltd.

Ninos Koumettou, the foreign representative of Eastern Continental Mining and Development Ltd. has filed a chapter 15 petition before the United States Bankruptcy Court for the District of Delaware (Case No. 16-10121-BLS)... ...more

The Changes to Iran Sanctions and Compliance Challenges

Putting aside the politics surrounding the Iran Nuclear Deal, the exchange of prisoners and other hot button political issues surrounding Implementation Day and the change in US-Iran relations, the new Iran sanctions create a...more

New Delaware Chapter 15 Filing – FC Windenergy GmbH

Holger Blümle, the insolvency administrator and foreign representative of FC Windenergy GmbH, which owns and operates wind farms, has commenced a case (Case No. 16-10056 (MFW)) under Chapter 15 of the Bankruptcy Code by...more

International Tax Advisory: New IRS Notice Continues Attack on Inversions

There is no love lost between the U.S. Treasury and U.S. companies seeking offshore tax homes. Absent congressional action to stem the inversion tide, the Treasury and IRS are left to flex their regulatory and administrative...more

Top 10 Largest Shareholders of a Non-Publicly Traded Foreign Corporation May be Held Liable for Unpaid Wages for Services...

New York has amended its Business Corporation Law (BCL) to make the top ten largest shareholders of a non-publicly traded foreign corporation liable for unpaid wages. The change will go into effect in the middle of next...more

Debt Collection in Ohio by Unregistered Foreign Entity

If you are a business owner who is seeking to collect upon a debt in another state in which your business is not registered, the answer may be as simple as filing a civil suit in the state in which the debt was created! At...more

Change in the UK Treatment of Dual-Resident Companies May Affect U.S. Tax Planning

On November 30, 2015, the UK tax authorities at HM Revenue and Customs (HMRC) reached an agreement with Jersey about the interpretation of the company residence tie-breaker provision of the Jersey-UK income tax treaty. After...more

Treasury and IRS Issue Additional Inversion Notice

The Treasury Department and the IRS released Notice 2015-79 (the “2015 Notice”) on November 19th to further limit expatriation transactions and to supplement the anti-inversion guidance issued by Treasury and the IRS on...more

IRS and Treasury Issue More Guidance on “Inversion” Transactions

The Treasury Department and the Internal Revenue Service have issued additional guidance about so-called “inversion” transactions. Generally, an inversion transaction results where a U.S. corporation (“U.S. Target”) is...more

IRS Issues More Anti-Inversion Rules

Following on its prior Notice 2014-52 anti-inversion guidance, the IRS has issued new Notice 2015-79 to further limit (i) inversion transactions that are contrary to the purposes of the Section 7874 anti-inversion rules and...more

Proposed Regulations Nix Foreign Goodwill Exception to Tax on Outbound Transfers

The IRS and Treasury recently issued proposed regulations under Section 367 with bad news for taxpayers. Citing aggressive taxpayer positions, the proposed rules do away with the foreign goodwill exception and restrict the...more

Everything You Need to Know About Forming a US Corporation (For Free!)

Lawyers are often of two minds about providing ‘free stuff.’ Some look at it as a straight economic loss; others look at it as a service that can build to something even bigger. One of my good friends was, as he has said, ‘in...more

Who Must Report Foreign Corporations

The IRS recently published an internal guidance on who must report interests in foreign corporations and the penalties for non-compliance. Who must report...more

Motion to Quash Service Is Not a Collateral Order and Therefore Not Appealable - United States v. Sinovel Wind Grp. Co.

The U.S. Court of Appeals for the Seventh Circuit concluded that the district court’s denial of defendant Sinovel’s motion to quash service of process is not an appealable order under the collateral order doctrine. The Court...more

Expect Focus – International, Summer 2015

In This Issue: - TTIP’s Impact on U.S. and EU Trade Relations - Proposed Innovation Box Legislation - Justice Department Recovers Nearly $6 Billion From False Claims Act Cases in 2014 - Rules...more

US and China Expand Law Enforcement Cooperation

Global anti-corruption efforts continue to increase. For global companies, this trend makes compliance even more critical. One of the most significant aspects of this trend is the US government’s cooperation with China....more

Rules Of The (International) Road: Protect Your Overseas Business and Investments

A company that wishes to engage in cross-border trade or invest in or establish a business outside of the United States must consider several factors. First, as this article discusses, it must assess which country to invest...more

"Key Takeaways: Delaware LLCs - The Implications of Anson"

Skadden held a webinar on September 14, 2015, to discuss certain key aspects of the U.K. Supreme Court decision in Anson v. HMRC, with a focus on potential ramifications for multinational groups including Delaware LLCs (and...more

New IP Legislation Under Consideration Regarding Tax Relief for Income Generated From IP Assets

McGraw Hill Financial, Oracle and Facebook, announced they are forming a group called “American Innovation Matters” (AIM) to lobby Congress to revise the U.S. international tax code rules in an effort to encourage innovation...more

O’Reilly Paints Team Telecom As an “Inextricable Black Hole” for Applicants, but Will His Call for Reform Fare Better?

On October 1, Chairman Wheeler announced that he has circulated a Notice of Proposed Rulemaking among his fellow Commissioners that would seek comment on simplifying the FCC’s foreign ownership approval process for broadcast...more

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