Foreign Corporations

News & Analysis as of

Foreign Pink Sheets Companies and the FCPA

Penny stock companies have been much in the news recently. They can be tough entities for law enforcement to look into given that their officers and directors are often not inclined to cooperate with government...more

Corporate Recovery and Insolvency in Bermuda

1 Issues Arising When a Company is in Financial Difficulties - 1.1 How does a creditor take security over assets in Bermuda? Bermuda is a self-governing British Overseas Territory. The systems of law...more

Doing Business in Canada: Intellectual Property Protection

INTELLECTUAL PROPERTY PROTECTION - Effectively protecting a business’s intellectual property rights has become an increasingly important element of safeguarding the success of many businesses nowadays. The following is...more

Global Insight: News, Views and Analysis from DLA Piper’s Global Restructuring Group - Issue 10, Q2 2014

In This Issue: - WHAT DOES THE DELAWARE CHANCERY COURT’S RURAL/METRO RULING MEAN FOR ADVISORS TO DISTRESSED COMPANIES? - US: OUTLOOK FOR CORPORATE RESTRUCTURING - RABOBANK DECISION — SPECIAL DUTY OF...more

Recognition of Foreign Judgments in the United States

Every year, thousands of foreign court judgments are brought to U.S. federal and state courts for recognition and enforcement, raising thorny issues for both U.S. and foreign lawyers seeking to obtain, or oppose, recognition....more

The Gateway to Chapter 15: An Evolving Issue

Chapter 15 of the United States Bankruptcy Code is a relatively recent addition to the American bankruptcy statute and it incorporates the United Nations Commission on International Trade Law Model Law on Cross-Border...more

Affirmative Use of U.S. Partnerships in Inbound Tax Planning

A “U.S. shareholder” of a controlled foreign corporation (CFC) is required to include in its gross income its pro rata share of a CFC’s “subpart F” income, regardless of whether such income is distributed. In general, a CFC...more

The ban on fee-shifting bylaws is temporarily defeated – 4 points for public companies

The Delaware state senator responsible for introducing a proposed ban on fee-shifting bylaws has instead sponsored a resolution – unanimously passed in the Delaware state senate – to delay any vote on the proposed ban until...more

How Confused Is This? California Defines LLCs Subject To New Law To Include Foreign LLCs

The California Revised Uniform Limited Liability Company Act. which took effect on January 1 of this year, provides the statutory framework for the formation and operation of limited liability companies. The law appears to...more

ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013

In this en banc decision, the Delaware Supreme Court answered certified questions of law from the United States District Court for the District of Delaware concerning the validity of a fee-shifting provision in a Delaware...more

‘Flip-Up Pre-Packs’ – A new approach to accessing the UK insolvency regime

The UK has long-since established itself as a jurisdiction of choice for complex cross-border restructurings involving corporate groups whose principal operations are overseas. Typically, the English Court has accepted...more

Daimler AG v. Bauman and its Progeny: U.S. Courts Significantly Limit General Personal Jurisdiction

In Daimler AG v. Bauman, 134 S. Ct. 746 (2014), the Supreme Court issued a unanimous decision that significantly limited where a corporate defendant is subject to general jurisdiction in the United States. This ruling...more

Corporate Inversions Showing No Signs of Slowing Down

In a corporate inversion, a U.S. corporation (typically the parent of an affiliated group) becomes a wholly owned subsidiary of a foreign corporation (through a merger into the foreign corporation’s U.S. subsidiary) or...more

China’s State Secret Laws: Avoiding Liability in Cross Border Litigation and Investigations

When complying with discovery obligations in cross border litigation or responding to document production requests from overseas regulators, multi-nationals operating in China have to comply with China’s state secret laws...more

Doing Business in Canada: Forms of Business Organization

The first issue facing foreigners setting up a business in Canada is the type of entity which should be used to operate the business. Among the most commonly used are: • Canadian corporations • Unlimited liability...more

Retroactive Tax Planning

Converting Subpart F Income into Qualified Dividends - U.S. shareholders of foreign corporations are generally not subject to tax on the earnings of such corporations until the earnings are repatriated to the...more

Is Your Company Prepared For The Potential Impacts Of The Stop Corporate Inversions Act of 2014

As Congress Seeks Additional Funding, Inversion Proposal Emerges - Throughout the past several weeks, Pfizer’s attempt to acquire AstraZeneca has garnered significant congressional and media attention. Pfizer, a U.S....more

French 3 Per Cent Tax on Distributions: French Subsidiaries of Foreign Companies Should Consider Claiming a Refund

Scope of The 3 Per Cent Tax - The 3 per cent tax is levied on dividend distributions and/or deemed dividend distributions by French companies, French permanent establishments and other French entities that are liable...more

Establishing Personal Jurisdiction Over Foreign Corporations in ANDA Cases

In this BNA Insight, attorney Paul Ragusa examines the impact of a recent U.S. Supreme Court decision on litigation involving foreign corporations and abbreviated new drug applications. He says it may become more challenging...more

Statutory Exemption from U.S. Withholding Tax on Dividends Remains

Generally, a non-U.S. taxpayer that is not engaged in a U.S. trade or business is taxable in the United States only on U.S.-source “fixed determinable, annual or periodical” income (FDAP)....more

An Export Plan Should Include the Consideration of U.S. Distribution Laws if Selling Into the United States Through Sales...

A Canadian or other foreign company looking to obtain a presence in the U.S. market without having to set up its own U.S. sales operation may consider using intermediariesn such as independent distributors and sales...more

Inside The Courts - May 2014 | Volume 6 | Issue 2

In This Issue: - AUDITOR LIABILITY: ..Athale v. Sinotech Energy Ltd., No. 11 Civ. 05831(AJN) (S.D.N.Y. Feb. 21, 2014) - BYLAWS: ..ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis...more

This International Shoe Doesn’t Fit: Subsidiary May Not Be Parent’s Agent

Is a wholly-owned subsidiary per se an agent of the parent? In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”. The legal issue was whether the German parent of a Delaware corporation doing...more

And we thought things were going well…

Recently, the Committee on Capital Markets Regulation published information regarding the competitiveness of our US capital markets. See the Committee’s site for detailed statistics that seem to focus principally on whether...more

The Eleventh Circuit Defines "Instrumentality" of a Foreign Government under the Foreign Corrupt Practices Act

On May 16, 2014, the U.S. Court of Appeals for the Eleventh Circuit upheld the convictions of Joel Esquenazi and Carlos Rodriguez, former executives for Terra Communications, convicted of paying bribes to officials of Haiti...more

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