Foreign Corporations

News & Analysis as of

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

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

Employment and Labor Law Road Map for Employers Entering the U.S. Market

Foreign companies and investors that enter the U.S. market will be governed by numerous state and federal labor and employment laws. When opening a business in the United States, it is therefore critical to work with...more

DOJ Guidance Underscores Importance of Anti-corruption Due Diligence in International M&A Transactions

FCPA Opinion Release provides insight into the jurisdictional reach of the FCPA and the level of due diligence the DOJ expects. On November 7, 2014, the US Department of Justice (DOJ) issued its second and final...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

In This Report: - Introduction - Background - What Is a “Foreign Private Issuer”? - Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers - The...more

Proposed Anti-Inversion Regulations Would Affect Foreign Insurers

For decades American companies have used so-called “corporate inversions” to lower their tax burdens on foreign-earned income. Typically, the American company is acquired by a foreign company located in a tax-favorable...more

Service Of Proceedings On The UK Establishment Of An Overseas Company

In Teekay Tankers Ltd v STX Offshore & Shipping Co [2014] EWHC 3612 (Comm)it was held that service of a claim on an overseas company’s registered UK establishment was valid service for the purposes of regulation 7 of the...more

California Court of Appeal Applies Delaware Law to Deny Discovery in Shareholder Derivative Action

In Jones v. Martinez, 230 Cal. App. 4th 1248 (2014), the California Court of Appeal, Second Division, held that a plaintiff asserting a shareholder derivative action against directors of a Delaware corporation in a California...more

“Deoffshorization” measures

On 24 November 2014 the Russian President signed Federal Law No. 376-FZ “On amending parts one and two of the Tax Code of the Russian Federation (in the part related to taxation of profits of controlled foreign companies and...more

Antitrust Division Reinforces Its Resolve and Ability to Extradite Foreign Executives

The DOJ’s Antitrust Division has extradited two executives of foreign companies in the last eight months, demonstrating its commitment to enforcing the Sherman Act outside of the United States....more

The Product Line Exception to Successor Liability Rules in the United States

In the United States, the general rule is that the purchaser of a business by way of an asset purchase is only responsible for those liabilities that it expressly or impliedly assumes from the seller. However, Canadian...more

Higher FCPA risks for mergers and acquisitions? Opinion Release 14-02 and your growing business – three steps

The Department of Justice has announced that it would take “no action” against a multinational corporation in connection with its acquisition of a foreign corporation with significant record-keeping deficiencies and a history...more

The long arm of the law: exporting US justice

As individual jail terms and corporate fines continue to increase, many companies and executives outside the United States are left wondering: How are US laws able to reach so far outside US borders? The United States has...more

Tax Talk -- Volume 7, No. 3 -- November 2014

In This Issue: - IRS Clarifies Deadline for Correcting Withholding Documentation - Consent Payment Modifying Contingent Payment Debt Instrument Must be Tested for Significance - IRS Concludes Correction of Error...more

Guide To Doing Business In New Zealand: Entry Into New Zealand

ENTRY TO NEW ZEALAND - A visa or permit is not required to visit New Zealand if the visitor is an Australian citizen, British citizen, or a citizen of a country which has a visa waiver agreement with New Zealand...more

Guide To Doing Business in New Zealand: Trade Practices & Consumer Protection

TRADE PRACTICES AND CONSUMER PROTECTION - New Zealand has extensive laws dealing with trade practices and consumer protection matters. TRADE PRACTICES - Competitive business activity in New Zealand is...more

Antitrust and Competition Newsletter - October 2014 (Global)

Recent U.S. Criticism of China’s Enforcement of Its Antitrust Laws Against Foreign Companies - For some time, many in the antitrust community have expressed concerns about how China is enforcing its antitrust laws...more

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