News & Analysis as of

Parent Corporation

Successful appeal against health and safety fine in the Court of Appeal

by Dentons on

Tata Steel UK recently secured a significant reduction of a health and safety fine by appealing the fine to the Court of Appeal. It is understood to be the first successful appeal by a large company of a Crown Court judge's...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

by Allen Matkins on

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

Negligence liability: parent and subsidiary companies

by Dentons on

The High Court has considered the circumstances in which a parent company may be liable to third parties in negligence for the acts or omissions of its subsidiary....more

Foreign Investment Reporting to the United States: Out-Bound Investment from the United States Specific Survey Report Forms Annual...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts mandatory surveys to collect information on direct investment. There are three (3) specific surveys which track “out-bound” foreign investment, a...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

The return of the kin liability (Sippenhaft) – Liability of parent companies after the 9th amendment of the German Act against...

by Hogan Lovells on

The Middle Ages are regarded as the golden age of the kin liability (Sippenhaft) in Germany. According to the principle of kin liability, family members had to stand up for the actions of their relatives, regardless of...more

Germany introduces legislation to facilitate corporate group insolvencies (Konzerninsolvenzrecht)

by DLA Piper on

Germany’s major legal reform aiming to facilitate group insolvencies takes effect on April 21, 2018 (full German text). The new law will allow insolvency proceedings over companies within a corporate group to be concentrated...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms 5-Year...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms Annual...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

European Court of Justice rules Belgian fairness tax in breach of the Parent Subsidiary Directive

by DLA Piper on

The European Court of Justice (ECJ) has ruled that the Belgian fairness tax violates the Parent-Subsidiary Directive in certain specific circumstances. This decision may be the latest step leading to the annulment of the tax,...more

IRS Will Resume Ruling on Important Spin-Off Issues

by Jones Day on

The IRS recently provided taxpayers with favorable guidance involving tax-free spin-offs. First, the IRS will resume issuing private rulings that allow a distributing corporation to satisfy debt it issued in anticipation of a...more

Officer and director checklist: Complying with the global reach of the New York Department of Financial Services Cybersecurity...

by White & Case LLP on

The New York State Department of Financial Services (NYDFS) issued Cybersecurity Requirements for Financial Services Companies (the "Cybersecurity Regulation") effective March 1, 2017. The regulation imposes tight compliance...more

When are Parent Company Financial Disclosures Required?

by LeClairRyan on

A franchisor selling franchises in the U.S. must disclose its audited financial statements in Item 21 of the franchise disclosure document (FDD). Sometimes, parent company financials are used instead of the franchisor’s...more

IRS Issues Guidance on “North-South” Transactions

by Proskauer - Tax Talks on

On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced...more

Texas Supreme Court Weighs In on Tied House

by McDermott Will & Emery on

Late last month, the Texas Supreme Court issued a ruling in Cadena Comercial USA Corp. d/b/a OXXO v. Texas Alcoholic Beverage Commission, finding in favor of the Texas Alcoholic Beverage Commission (TABC) and weighing in for...more

Banking, Finance & Insurance Letter - Mars-Avril 2017

Portées des Q&A des AES - Le 21 mars 2017 la Commission Européen a lancé une consultation intitulée « Operations of the European Supervisory Authorities ». Please see full Publication below for more information. ...more

Russian Legislation Update: February - April 2017

by White & Case LLP on

Welcome to the most recent issue of our Russian Legislation Update, covering the period of February - April 2017. In this issue: - Banking - National Payment System - Banking - Banks' charters...more

Grey Marketing – Still Not Black and White in Canada

by Smart & Biggar on

Grey marketing, sometimes referred to as “parallel importation”, is the diversion of goods, originally intended for sale only in certain countries, to other countries where they were not intended to be sold. The goods are not...more

French Companies Must Show Duty of Care for Human and Environmental Rights

by Morgan Lewis on

After the Constitutional Court rendered its recent decision on the law regarding the duty of care of parent companies and ordering companies, the rule has finally entered into force—but is it much ado about nothing?...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: the European Parliament’s adoption of a new conflict minerals...more

No English jurisdiction over Nigerian oil pollution claims against Shell

by Allen & Overy LLP on

In a highly mediatised ruling, the English High Court refused jurisdiction over claims brought against Royal Dutch Shell and its Nigerian subsidiary, Shell Petroleum Development Company of Nigeria Ltd, by over 42,000...more

Introduction To US Benefit Corporations: US Subsidiaries of Foreign Parents Doing Good by Bridging Profitability and Responsible...

As discussed in Part I of this series, business owners are increasingly choosing to pursue the B-corporation form to combine their companies’ for-profit and public benefit purposes. B Lab, the independent non-profit that...more

French National Assembly Adopts Corporate Duty of Vigilance Law

On February 21, 2017, the French National Assembly (Assemblée nationale) adopted proposed legislation defining a duty of vigilance for parent companies and their subcontractors. The law provides that multinational firms...more

"Business Tax Reform All but Certain in US, Europe"

United States - The prospects for business tax reform in the United States were greatly enhanced by the 2016 election results. Reform under Republicans, who control both the White House and Congress, could dramatically...more

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