Podcast: Illinois Tool Works Inc. & Subsidiaries v. Commissioner of Internal Revenue
You’re a foreign company looking to set up shop in the United States. You have weighed the pros and cons of expanding your business into the United States, c..onfirmed the compatibility of any products or services you offer...more
The Internal Revenue Service’s new private letter ruling (PLR) concerned a domestication of a Foreign Parent corporation under U.S. ownership—with a few notable twists. First, the PLR applied a substance-over-form analysis to...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the...more
1. OFAC Imposes Sanctions on Russian Elites Who Were Board Members of Alpha Group- On Aug. 11, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) designated four Russian individuals, Petr...more
It’s Complicated- The Code includes a number of complex rules that are aimed at those overseas business and investment activities of U.S. taxpayers that Congress has determined may result in the improper deferral or...more
Emerging companies formed outside the United States may want to redomicile their businesses to the United States to, among other things, enhance their fundraising prospects. U.S. venture capital investors often require...more
Why You Should Hire a Tax Professional to Review Your Foreign Legal Structure - U.S. parented corporations that have foreign operations conducted through a foreign legal structure have significant U.S. tax filing and...more
1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more
Landmark decision holds that the SFO does not have the power to procure documents from foreign companies outside the jurisdiction. On 5 February 2021, the UK Supreme Court handed down a highly significant judgment in R...more
On February 5, 2021 the Supreme Court handed down judgment in the case of R (on the application of KBR, Inc) v Director of the Serious Fraud Office, finding in favor of the Appellant, KBR, Inc (KBR). This high-profile case...more
The District of New Jersey confirmed that members of a corporate family all are represented by the same in-house counsel, whether that counsel occupies an office within the parent company or within a subsidiary, because...more
Yesterday's post concerned the application Section 2115 of the California Corporations Code to parent and subsidiary corporations. A foreign corporation that satisfies the business and shareholder tests of the statute will be...more
California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115. The first of these tests is a business test -...more
Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation". Having taken care to define these terms, however, the legislature...more
California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more
Released on November 30, 2018, the foreign tax credit proposed regulations provide a comprehensive new framework for calculating the foreign tax credit in light of several changes made by the Tax Cuts and Jobs Act (TCJA or...more
Welcome to the second edition of BHR 360, our bi-annual Business and Human Rights newsletter. In the last edition, we looked at key BHR trends and what to watch out for in 2018. In this edition, we look back on a year full of...more
On July 11, 2018, the Treasury Department and the IRS published final Treasury regulations on inversion transactions (the “Final Regulations”). The Final Regulations substantially adopt the temporary Treasury regulations...more
The Bureau of Economic Analysis of the U.S. Department of Commerce (BEA) requires U.S. businesses in which a foreign person or entity owns or controls, directly or indirectly, more than 10 percent of the voting securities (a...more
Financial services providers that are subsidiaries of a non-U.S. parent (or that have received substantial direct investment from abroad) should evaluate whether they are required to file the Benchmark Survey of Foreign...more
A foreign parent company can be held jointly liable for employment claims against its U.S. subsidiary, a federal district court has held. Middlebrooks v. Teva Pharmaceuticals USA, Inc., No. 17-00412 (E.D. Pa. Feb. 1, 2018). ...more