Foreign Subsidiaries

News & Analysis as of

Court Says Auf Wiedersehen To Plaintiffs Under Forum Non Conveniens

We generally file motions to dismiss for forum non conveniens under one of two circumstances. Most often we are resisting blatant forum shopping—plaintiffs who try to import their claims into a forum that they view as...more

Proposed IRS and Treasury Regulations Have Broad Implications for Intercompany Debt Structures

On April 4, 2016, the U.S. Treasury Department and the Internal Revenue Service (“IRS”) issued proposed regulations ostensibly aimed at curbing inversions and earnings stripping, by companies located in the U.S. with overseas...more

U.S. Tax Implications of Offshore Migration of Intellectual Property

Challenges of Transferring IP Offshore - What constitutes intellectual property (“IP”) has long been a contested issue in tax practice, but generally includes intangible assets as wide-ranging as patents, copyrights,...more

International Tax Advisory: New Temporary Regulations Continue the Fight Against Inversions

On April 4, the Treasury released temporary regulations to attack (and prevent) inversions. Aimed at transactions designed to avoid the purposes of Sections 7874 and 367 and certain post-inversion avoidance transactions, the...more

Las Vegas Sands $9 Million SEC Settlement: An Easy Mark

The SEC continues its cutting edge FCPA enforcement program, bringing in a variety of enforcement cases and employing some new strategies. In its latest foray, the SEC settled with Las Vegas Sands, owned by Sheldon...more

New Regulations Issued to Expand the Reach of Anti-Inversion Rules

Code Section 7874 seeks to remove the U.S. tax benefits that can apply by inserting a non-U.S. holding company into the ownership structure of businesses formerly conducted through a U.S. holding company. This is a big...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

Parent Company and Subsidiary Liability for FCPA Violations: Fighting the Disinformation Campaign

Akin to politics (to a smaller degree), there is a fair amount of disinformation, some call it bloviating, put out by the FCPA Paparazzi. Some of this disinformation is motivated by immature attempts to “market” legal...more

Sweett Group Convicted for Failing to Prevent Bribery

The Serious Fraud Office announced that Sweett Group Plc had been convicted and sentenced for failing to prevent bribery by an associated person under section 7 of the Bribery Act 2010. It is the first conviction of the...more

SEC Announces Its First Deferred Prosecution Agreement With an Individual in an FCPA Case

On February 16, 2016, the SEC announced its first ever deferred prosecution agreement (“DPA”) with an individual in a Foreign Corrupt Practices Act (“FCPA”) case. As part of a settlement in which a Massachusetts-based...more

Travel, Entertainment, Gifts Yield DOJ, SEC FCPA Charges Again

Travel, entertainment and gifts tied to inadequate controls are recurrent themes in FCPA cases. Many of these cases involve the use of agents and center in China. Each of these recurrent items appear in the most recent FCPA...more

Learning from Schlumberger’s Mistakes: Doing Business Under Iran General License H

Lauren Connell, Managing Associate at The Volkov Law Group, rejoins us for a posting on sanctions compliance. Implementation Day has been hailed as a new stage in Iran-US relations. There has been significant media...more

Eleventh Circuit Accepts Broad Definition of the Term "Value" in the Context of Constructive Fraudulent Transfers

In PSN Liquidating Trust v. Intelsat Corp. (In re PSN USA Inc.), 615 F. Appx. 925 (11th Cir. 2015), the Eleventh Circuit held that in the context of constructive fraudulent transfers, the term "value" may take the form of an...more

Iran Sanctions Lifted? Implementation Day Creates Compliance Minefield

U.S.-Iranian relations took a major step forward on January 16, 2016, with the arrival of “Implementation Day” under the Joint Comprehensive Plan of Action (JCPOA). Although this may present new business opportunities in...more

U.S. Government Licenses Certain Iran-Related Transactions Conducted by Foreign Subsidiaries of U.S. Companies

On January 16, 2016, the International Atomic Energy Agency verified that Iran had carried out its nuclear commitments under the Joint Comprehensive Plan of Action (“JCPOA”), triggering reciprocal obligations by the United...more

Anti-Corruption Compliance beyond Headquarters: Improving Practices in Subsidiaries and Regional Offices

Effective anti-corruption compliance programs are fundamental in today’s corporate environment. However, even the most comprehensive controls put in place by companies may face difficulties in execution. It is not uncommon,...more

Locke Lord Article: Enforcing US Stock and Bonus Plan Provisions Against UK Executives

Summary - Key UK Court of Appeal decision highlights the difficulty in enforcing US choice of law provisions within stock or bonus plans against UK based executives. The Issue - It is not unusual for US...more

IRS Continues Focus on Corporate Inversions

The Internal Revenue Service (IRS) continues its focus on perceived abuses in corporate inversion transactions. On November 19, the IRS released Notice 2015-79, which places new limitations on the ability of a U.S....more

Australian Tax Update - October 2015

The Chevron decision provides critically important guidance on both the 'old' (Division 13) and 'new' (Subdivision 815-A) transfer pricing laws in Australia. While not dealing specifically with Subdivisions 815-B to D, the...more

Complaint Fails To Overcome Heightened Pleading Standard For Fraud Relating To Reporting Of Reinsurer’s Losses

The Southern District of New York granted Amtrust Financial Services’ motion to dismiss after finding that the plaintiff failed to specifically allege misstatements or omissions necessary to prove scienter in claims related...more

Effects of Schrems Ruling on International Internal Investigations

In a recent landmark decision, Maximillian Schrems v. Data Protection Commissioner, Europe’s highest court struck down a US-EU agreement that allowed companies to move personal electronic data between the European Union and...more

Insurance Chain Reaction from the Tianjin Port Explosion

The recent Tianjin port explosion, like the 2011 Japanese earthquake and Thai floods, will lead to massive supply chain disruption. The impacted area included a high concentration of multinational and technology companies....more

DOJ Revises the FCPA Resource Guide

In June 2015, the Department of Justice and the Securities and Exchange Commission (SEC) published revisions to their jointly issued A Resource Guide to the U.S. Foreign Corrupt Practices Act. The Resource Guide, initially...more

Japan – New ID Number Law: Key Aspects of the My Number Act

The Social Security and Tax Number (“My Number”) System (the “System”) will go into effect in January 2016, and the government will start distributing My Numbers to all citizens in October 2015. The Act on the Use of Numbers...more

Supreme Court Declares Canadian Corporations may be Liable for Acts of Foreign Affiliates

In a just-released decision, Chevron Corp v Yaiguaje, 2015 SCC 42, the Supreme Court of Canada held that Canadian courts have jurisdiction to decide whether a foreign judgment can be enforced in Ontario against either or both...more

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