Foreign Corporations

News & Analysis as of

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

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

New Delaware Chapter 15 Filing – Abengoa, S.A.

Christopher Morris, the foreign representative of Abengoa, S.A. (Nasdaq: ABGB), a debtor in a foreign proceeding pending in Spain, and 24 affiliates have filed a chapter 15 petitions before the United States Bankruptcy Court...more

Federal Court Weighs Personal Jurisdiction In Retrocession Dispute

A New Jersey federal district court recently weighed whether it had personal jurisdiction over a foreign corporation in a reinsurance and retrocession dispute. The case involved insurance coverage for Companhia Siderurgica...more

New Tax Conditions for Foreign Investment in Australia - Treasurer to Impose Tax Conditions on all Foreign Investment Applications...

On 22 February 2016, the Hon Scott Morrison MP, Treasurer of the Commonwealth of Australia, published a media release regarding new requirements for foreign investment applications to ensure foreign companies investing in...more

8 Key Takeaways From the CFIUS Annual Report to Congress

FY2014 CFIUS Report reflects significant increase in the number of transactions reviewed for national security risks, with Chinese investors continuing to lead the pack. The Committee on Foreign Investment in the United...more

Inside the Courts: An Update From Skadden Securities Litigators - February 2016 / Volume 8 / Issue 1

We are pleased to present Inside the Courts (Volume 8, Issue 1), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

China Imposes New Restrictions on Online Publishing

China has issued new, wide-ranging regulations on the publication of virtually any type of content over the Internet. The new rules, promulgated jointly by the PRC State Administration of Press, Publication, Radio, Film and...more

EU Anti-Tax Avoidance Directive Published: Implications For United Kingdom Corporate Taxpayers

On 28 January 2016 the EC published a proposal for a so-called Anti-Tax Avoidance Directive. If implemented it would apply to all taxpayers who are subject to corporate tax in an EU Member State, including corporate taxpayers...more

US Second Circuit: a foreign corporation’s in-state activities and registration are insufficient to exercise general jurisdiction...

A recent decision by the Court of Appeals for the Second Circuit attempts to resolve what it describes as “a nettlesome and increasingly contentious question” concerning the ability of courts to exercise general jurisdiction...more

2015 Securities Class Actions by the Numbers

2015 was a busy, fast-paced year for securities class action filings. According to a report published by NERA Economic Consulting, 234 federal securities class action complaints were filed in 2015. This is the highest number...more

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