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"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

Key Decision on Corporate Separateness – English High Court Decides Not to “impose liability in an indeterminate amount, for an...

In a highly anticipated judgment, the English High Court has ruled that Royal Dutch Shell (RDS), a holding company that is the ultimate parent of the Shell Group, does not owe a duty of care to residents of the Niger Delta in...more

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Second Circuit Court of Appeals Overturns District Court Decision in Marblegate Regarding Section 316(b) of Trust Indenture Act

On January 17, 2017, the US Court of Appeals for the Second Circuit ruled in favor of the defendant in Marblegate Asset Management, LLC v. Education Management Finance Corp., by vacating the decision of the District Court for...more

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

Foreign Companies (India) Establishing U.S. Subsidiaries – Some Jurisdictional Considerations (New Jersey)

Last week, a first level appellate court in New Jersey issued an opinion for publication discussing the potential grounds for finding jurisdiction over a foreign parent corporation when its wholly-owned subsidiary has its...more

McDermott International Legal Highlights November 2016

The New World of Global Tax Planning: a Checklist for Success - As all multinationals (MNEs) are discovering, domestic implementation of the recommendations set out in the base erosion and profit shifting (BEPS) final...more

One Step Back, One Step Forward: New Debt-Equity Regulations Narrow Their Focus on Earnings Stripping

Seyfarth Synopsis: On October 13, 2016 the IRS and Treasury Department published over 500 pages of final and temporary regulations under Code Section 385 (the “Final Regulations”). Drafted to curtail tax benefits accrued by...more

Impact of New Tax Regulations on Intercompany Debt Obligations

The final, temporary, and proposed regulations issued by the Internal Revenue Service on October 13 relating to intercompany debt obligations between members of an affiliated group of corporations under Section 385 of the...more

Up-C Rule 144 Relief

On November 1, 2016, the SEC issued a no-action letter with respect to the required Rule 144 holding period after the exchange of partnership interests in an umbrella operating partnership (OP units) into shares of its parent...more

“Snap” decision leads to litigation — Snap Interactive files suit against Snap Inc.

A recent litigation brought against the parent company of the popular app Snapchat is a good reminder of the importance of clearing a mark and the pitfalls young companies face as they begin to mature. Snapchat is, of...more

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

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