Parent Corporation

News & Analysis as of

The World in US Courts: When Can Personal Jurisdiction Over a Non-US Company Be Based on Actions Taken By Its US Subsidiary?

Plaintiffs routinely try to impute the activities of US subsidiary companies to their non-US parents in an effort to obtain jurisdiction over the parents in American courts. While there is broad agreement as to the general...more

"DC Circuit Unanimously Upholds Federal Contractor Contribution Ban"

On July 7, 2015, the federal circuit court for the District of Columbia sitting en banc issued a unanimous opinion upholding the federal contractor contribution ban against a constitutional challenge in the long-running case...more

Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs....more

Stretched for Resources, the IRS Sets Its Sights on Small Captive Insurers

A "captive" insurance company is an insurer formed for the limited purpose of insuring the risks of its non-insurer owner or owners. A captive can be an effective risk-management tool, especially for costly or unconventional...more

CMS Issues Final ACO Rules: Key Legal Implications for Hospital & Health System ACOs

On June 4, 2015, the Centers for Medicare & Medicaid Services (CMS) released a final rule (Final Rule) containing changes to its Medicare Shared Savings Program (MSSP). Some of the changes codify informal guidance that the...more

Board Denies Petition For Failure to Identify All Real Parties-In-Interest

Many Patent Owners have attempted to divert IPR challenges by arguing that all real parties-in-interest were not identified in the Petition. Almost all of those efforts have failed. That is what makes Paramount Home...more

In re Carlisle Etcetera LLC, C.A. No. 10280-VCL (Del. Ch. Apr. 30, 2015) (Laster, V.C.)

In this opinion, the Court of Chancery granted in part and denied in part respondent’s motion to dismiss a petition to dissolve Carlisle Etcetera LLC (“Carlisle”). Notably, the Court recognized a cause of action for...more

Business Litigation Reporter - May 2015

Lawsuit Dismissed Where Defendant Hulu Did Not “Knowingly” Disclose Personal Identifying Information. In In re: Hulu Privacy Litigation, 2015 WL 1503506 (N.D. Cal. March 31, 2015), the plaintiffs alleged that Hulu had...more

Facts Govern Real Party-in-Interest Determinations - TRW Automotive US LLC v. Magna Electronics Inc.; Paramount Home Entertainment...

Addressing the real-party-in-interest (RPI) requirement of 35 U.S.C. § 312(a) in two separate proceedings, the U.S. Patent and Trademark Office (PTO) Patent Trial and Appeal Board (PTAB or Board) emphasized the fact-dependent...more

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

Opportunity for Importers of Designer Merchandise to Reduce Duty Exposure

We have recently received a positive ruling from U.S. Customs and Border Protection (“Customs”) in response to a protest filed on behalf of one of our clients which is a U.S. subsidiary of a European parent company and...more

BEA Reporting Requirements for US Direct Investment Abroad and New Foreign Direct Investment in the United States

The US Department of Commerce’s Bureau of Economic Analysis (BEA) has announced changes to the reporting requirements for the 2014 BE-10 Benchmark Survey of US Direct Investment Abroad and the BE-13 Survey of New Foreign...more

"Dutch Authority Follows EU by Finding Private Equity Firms Liable for Antitrust Violations of Minority Held Companies"

The Dutch competition authority (the Authority for Consumers and Markets, or ACM) has issued two decisions imposing fines on private equity firms for the participation of their portfolio company in the so-called flour cartel....more

Federal Reserve Board Proposes to Include Legal Entity Identifiers in Certain Banking Organization Reporting

One difficulty encountered by national banking authorities during the course of the 2008 global financial crisis was identifying the ultimate parent for the trades made by various subsidiaries of dealers. To assist in...more

Recidivism revisited

Court of Justice holds parent companies may be fined for repeat infringements even without being an addressee of the earlier decisions - On 5 March 2015, the European Court of Justice (CoJ) handed down its judgment in...more

Goodyear’s Settlement with the SEC Emphasizes the Importance of FCPA Due Diligence in M&A Transactions and of Having a Robust...

On February 24, 2015, Goodyear Tire & Rubber Co. agreed to pay more than $16 million to settle charges that two of its subsidiaries allegedly paid $3.2 million in bribes that generated $14,122,535 in illicit profits. The SEC...more

Parent Corporations Beware: Control Over Your Subsidiaries is a Double-Edged Sword

The decision earlier this month in Cyprus Amax Minerals v. TCI Pacific Communications is a useful reminder that corporate form exists for a reason and that parent corporations who ignore corporate niceties do so at their...more

New IRS Ruling Benefits Investor-Owned Hospitals

Last month, the Internal Revenue Service (IRS) issued a private letter ruling providing a tax benefit to hospitals that own physician practices. The ruling should be of particular interest to hospitals with physician...more

Parent Company Ordered to Produce Documents in Response to Request to Subsidiary Where Parent and Subsidiary Shared Servers and...

Plaintiff Dri-Steem Corporation ("Dri-Steem") sought production of documents in the possession and control of the defendant's parent company National Environmental Products, Ltd. ("National"), via its wholly-owned subsidiary...more

Inbound U.S. Tax Planning With Inversions

With all of the recent negative publicity focused on the outbound restructuring of U.S. multinationals engaging in so-called “inversion” transactions (see prior blog “Corporate Inversions Showing No Signs of Slowing Down”),...more

Act Now Advisory: Japanese Parent Company May Be Liable for Employment Decisions of Its US Subsidiary

The US Court of Appeals for the Second Circuit recently decided a case that should be taken into consideration when Japanese (and other foreign-based) companies determine the level of active involvement that their parent...more

Too “Obnoxious” to Enforce: New York Court Refuses to Apply Florida Law in Considering Restrictive Covenants

Florida MapRecently, a New York appellate court concluded that an employer could not rely upon a Florida choice-of-law provision in an employment agreement to enforce restrictive covenants against a former employee, even...more

Yaiguaje v. Chevron: Blurring the Lines between Parents and Subsidiaries in Ontario

A recent ruling by Ontario’s highest court clarifying the law governing the enforcement of foreign judgments may turn Canada’s most populous province into an attractive forum for plaintiffs seeking to collect on judgments...more

The Supreme Court Curtails General Personal Jurisdiction Over Foreign Parent Corporations: Daimler AG v. Bauman

On January 14, 2014, the Supreme Court decided Daimler AG v. Bauman, No. 11-965—a closely watched personal jurisdiction case. In an opinion authored by Justice Ginsburg for eight Justices, the Court reversed the Ninth...more

"Common Interest" Privilege Considered By The NC Business Court

How much of an ownership interest does a parent have to have in a subsidiary for the attorney-client privilege to extend to communications between the susidiary and the lawyer for the parent company?...more

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