Foreign Subsidiaries

News & Analysis as of

Corporate and Financial Weekly Digest - Volume XI, Issue 40

BROKER-DEALER – “Trade Match” and “Trade Acceptance” Clearing Submissions on FINRA’s Alternative Display Facility – On October 7, the Financial Industry Regulatory Authority issued a Trade Reporting Notice regarding...more

'Ostrich' Theory Enforces Ill-Defined Duty to Investigate Clients' Conduct

In recent years, the application of a “conscious avoidance” or “willful blindness” theory as the basis of attorneys’ liability for clients’ criminal conduct has been on the rise. In principle, this standard — commonly...more

Top Ten International Anti-Corruption Developments for June 2016

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

Development of court practice in tax disputes related to grant financing of a Russian company

On 22 July 2016 the Commercial Court of Samara Region delivered a decision in case No. ?55-11332/2016. In that case, the court considered a dispute between SMARTS JSC and the Samara Region Interdistrict Federal Tax...more

Investment Treaty Arbitration: How Multinational Food and Beverage Companies Can Avoid Litigation in Foreign Courts

Imagine a U.S.-based olive oil company that has established a subsidiary in Croatia — a Mediterranean country ideal for growing olives and processing their oil — for its supply and processing needs. Olive oil consumption has...more

Sanctions Updates: Iran, Myanmar (Burma) and Cuba

With the rise of OFAC Sanctions enforcement and compliance issues, companies have to devote significant resources to following changes in OFAC Sanctions. Over the last few years, the US government has significantly altered...more

EU Council Agrees on Final Anti Tax Avoidance Directive

We wrote in February (European Commission Publishes Anti Tax Avoidance Package) about the draft EU Anti Tax Avoidance Directive (“ATAD”). On 21st June 2016, the EU Council agreed on the final text of the ATAD and it will...more

UK Votes to Leave the European Union: What Does This Mean for U.S. Companies With European Subsidiaries?

The people of the United Kingdom have spoken on the issue of whether the United Kingdom should leave or remain in the European Union (EU), and by a narrow margin have decided to leave. In fact, by region, the voters of...more

SEC Highlights Model Response to Evidence of FCPA Violations, Announces Non-Prosecution Agreements

On June 7, the Securities and Exchange Commission (SEC) announced two non-prosecution agreements (NPAs) following a pair of investigations into alleged violations of the Foreign Corrupt Practices Act (FCPA). Both companies...more

CFTC Issues Final Rules Regarding the Cross-Border Application of its Uncleared Swaps Margin Requirements - June 2016

On May 24, 2016, the Commodity Futures Trading Commission (“CFTC”) in a much anticipated action approved the issuance of final rules (“Final Rules”) regarding the cross-border application of its uncleared swaps margin...more

Business Investment in China: Where Is the Money?

Thanks to its strategic location, vibrant entrepreneurial spirit, business environment and the wildly popular movie Beijing Meets Seattle , the Puget Sound area has quickly become one of the most popular destinations for...more

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

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