Parent Corporation

News & Analysis as of

EPA Must Consider Regulatory Impacts on Coal/Utility Industry Jobs and Plant Closure

On October 17, 2016, the U.S. District Court for the Northern District of West Virginia granted summary judgment to Murray Energy Corporation and its subsidiary coal companies, including UtahAmerican Energy, Inc. The decision...more

"IRS and Treasury Issue Final Debt/Equity Regulations"

On October 13, 2016, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) issued temporary and final Treasury regulations under Section 385 of the Internal Revenue Code of 1986, as amended (the Final...more

Do You Know Who Your Employees Are? Joint Employer Liability Under the FLSA and Other Employment Laws

As private equity firms become more involved in the operations of their portfolio companies, they are increasingly at risk of being deemed joint employers of their portfolio companies’ employees, leaving private equity firms...more

M.D. Pa. Finds No Specific Personal Jurisdiction over Parent Company

Not all personal jurisdiction cases coming out of Pennsylvania are bad. To be sure, an ED Pa judge’s recent embrace of the consent theory to get around Bauman was bad news – almost as bad as Philadelphia 76ers soon-to-be...more

Federal Circuit Rubberstamps 50-Year-Old Practice to Save 10,000 Continuation Patents

Addressing the question of precisely when a continuation application must be filed in order to be entitled to its parent application’s filing date, the US Court of Appeals for the Federal Circuit held that the statutory...more

Parent Company Furnishes Cancellation of Subsidiary’s Trademark Registration

Does your company’s wholly-owned subsidiary own trademarks in its own name? Has your company acquired any companies that own trademarks? If so, your company’s use of those trademarks will not prevent cancellation of those...more

Secondary Sanctions Can Prove Tricky for Both U.S. and Non-U.S. Companies - Export Compliance Matters

What are secondary sanctions? Secondary sanctions apply to non-U.S. persons for wholly non-U.S. conduct that occurs entirely outside U.S. jurisdiction. Compare this to primary sanctions, which prohibit U.S. persons from...more

Second UK Deferred Prosecution Agreement Has Implications for US Corporates

“Innocent” US parent pays £6.25 million for UK subsidiary’s secret bribery. On July 11, the UK’s Serious Fraud Office (SFO) announced that it had secured its second deferred prosecution agreement (DPA). The first DPA was...more

"Proposed Treasury Regulations Raise New Hurdles for Tax-Free Spin-Offs"

On July 14, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would generally become effective for distributions under Section 355 of the Internal Revenue...more

Pension Fund Health-Check Required

The recent furore over the collapse of high street retailer BHS has caused fierce debate over whether companies, or their ultimate owners, are responsible for the upkeep of a pension plan. For private equity, the debate 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

CJEU Sends a Reminder to Parent Companies as regards the Imposition of Liability for their Subsidiaries’ Involvement in a Cartel

On 16 June 2016, the Court of Justice of the EU (“CJEU”) dismissed appeals against the General Court’s (“GC”) rulings on the calcium carbide cartel. The GC had upheld the European Commission’s (“Commission”) EUR 61 million...more

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

Brexit's Impact on the Insurance Industry

Following the UK’s historic vote to leave the EU, numerous questions have arisen, including whether the UK will really leave the EU and whether Scotland and Northern Ireland (both of which voted to remain in the EU) will have...more

District Court May Preclude Evidence from Parent Company Where Parent Company Was Dismissed from Case and Then Refused to Provide...

When this patent infringement action began, the plaintiff explained that it was concerned that it would not be able to obtain important discovery if Ricoh Company Ltd. ("RCL"), which is the parent company of the defendants,...more

The Federal Reserve Board’s ANPR with Respect to Capital Requirements for Supervised Institutions Significantly Engaged in...

On June 3, 2016, the Board of Governors of the Federal Reserve System (FRB), approved an advance notice of proposed rulemaking (ANPR) regarding two potential regulatory capital frameworks for institutions under the FRB’s...more

MoFo New York Tax Insights - Volume 7, Issue 6

New York City Tribunal Rejects City’s Attempt To Forcibly Combine Bank And Its Mortgage Subsidiary - The New York City Tax Appeals Tribunal, affirming a determination of the Chief Administrative Law Judge, has held that...more

OIG Approves Wholly Owned Group Purchasing Organization

In Advisory Opinion 16-06, the Office of Inspector General (OIG) approved a proposal whereby the ownership of a group purchasing organization (GPO) would be restructured so that the GPO will be wholly owned by the same...more

Trademark Review | May 2016

Surname Not Registrable Absent Substantially Exclusive Use - As a result of various third-party uses of the surname “Ayoub” for similar services, Applicant’s use of AYOUB did not meet the requirement of Section (f) that...more

International Crackdown: Tax Authorities Look to Employment Structures in Initiating Audits

In structuring their workforces abroad, taxes are a major driving force for employers—and if recent government initiatives are any indicator, employers should take care when considering the tax implications of their staffing...more

LLCs May Be Right Unless They’re Wrong

As I’ve posted before, I usually advise non-US companies to form a corporation when expanding to the United States. Every now and then, I get some pushback because the non-US company has heard about ‘limited liability...more

Potential tax consequences of Brexit from a UK perspective

This alert considers the possible impact of Brexit on some key UK tax aspects. However, this is only one side of the perspective: we will shortly be publishing a second article considering the potential impact of Brexit on...more

Court Holds That Parent Corporation Lacks Standing to Sue Subsidiary’s Insurers for Declaratory Relief

In D. Cummins Corp. v. U.S. Fidelity & Guaranty (no. A142985, filed 3/30/16), a California Court of Appeal upheld the dismissal of a declaratory relief action filed by the parent holding company of an insured corporation...more

IRS Rules Could Treat Related Party Debt as Stock

Multinational groups can strip U.S. earnings away from U.S. taxation by having a domestic corporation issue debt and pay earnings out to foreign affiliates as deductible interest. This strategy could be used after an...more

Only the Lonely: “Lonely” Life Insurance Companies Confront New Issues Under Proposed Debt-Equity Regulations

The rules of IRC § 1504 and Treas. Reg. § 1.1502-47 provide the general parameters for determining whether a domestic life insurance company (within the meaning of IRC § 816(a)) may join in filing a consolidated U.S. federal...more

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