News & Analysis as of

Ruling on UK Executive’s Lawsuit Involving U.S.-Based Stock Option Plan

English executives employed by multinational companies often have a contract of employment with the company’s UK subsidiary, but may also participate in a separate bonus or share option plan that contains foreign (e.g., U.S.)...more

IRS Provides Guidance on Fund of Funds

On September 15, the Internal Revenue Service published final regulations revising examples related to the application of the controlled group rules to regulated investment companies (RIC) and how the controlled group rules...more

IRS Addresses RIC Asset Diversification Requirements

On September 14, the Internal Revenue Service (IRS) issued final regulations under Internal Revenue Code Section 851 clarifying that control groups under the regulated investment company (RIC) rules may consist of two...more

House Hearing Addresses NLRB's New Joint Employer Standard

Members of the House Subcommittee on Health, Employment, Labor, and Pensions held a hearing on a bill that would undo the new joint employer standard the National Labor Relations Board recently established. As previously...more

CFTC Proposes Revisions to Pending Aggregation Rules

The Commodity Futures Trading Commission (CFTC) has voted to seek public comment on revisions to its proposed rules requiring the aggregation of certain accounts for purposes of the CFTC's speculative position limits. If...more

Blog: SEC Seeks Comment On Effectiveness Of Reg S-X Rules That Require Disclosure About Entities Other Than The Reporting Company

The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting...more

SEC Settles FCPA Action With Hitachi

The SEC filed a settled FCPA books and records and internal controls action centered on a firm which used a subsidiary partially owned by a foreign political party to influence the award of government contracts. Specifically,...more

CFTC Proposes Supplement to Aggregation Proposed Rules for Position Limits

On September 22, 2015, the Commodity Futures Trading Commission (“CFTC”) issued for public comment a supplement (the “Supplemental Aggregation Proposal”) to its proposed aggregation rules for position limits for related...more

Hong Kong Regulatory Update

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

Foreclosure Plaintiffs Cannot Rely Solely on Their Status as Parent Corporation

The ownership of the promissory note by a subsidiary corporation of the Plaintiff cannot alone establish standing to foreclose. In HSBC Bank USA, N.A. v. Ryan Kahan, et al., the Court granted the borrowers’ motion for...more

IRS Announcements Create Market Uncertainty for REIT Spin-Offs

In issuing IRS Notice 2015-59 and Rev. Proc. 2015-43 last week, the IRS intentionally created significant market uncertainty about the viability of “PropCo/OpCo” spin-offs as part of the PropCo’s REIT conversion (e.g., where...more

Flag on the Play! Expired Contractor’s License!

It’s football season again. Which means, of course, that in addition to touch downs and field goals, you’ll also see hooting and hollering when the ref throws down a yellow flag signaling that a foul has been committed....more

SEC Sanctions Senior Executives Of Failed Clearing Broker

On September 17, 2015, the SEC announced charges against several senior executives of Penson Financial Services Inc., once the second-largest clearing broker-dealer in the country, and its parent corporation, Penson...more

Chancery Dismisses Complaint for Failure to Allege Noncompliance

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Dutch Tax Plan 2016

Today, the Dutch Ministry of Finance published its Tax Plan 2016. In fact, the government sent six separate Bills to Parliament (one on 11 September and the other five on 15 September). Hereinafter we will refer to these six...more

Yaiguaje v Chevron Corporation: Supreme Court releases leading decision on the enforcement of foreign judgments in Canada

Summary - - Supreme Court of Canada favours a relaxed approach to the recognition and enforcement of foreign judgments in Canada. - For a Canadian court to recognize and enforce a foreign judgment, a judgment...more

Tax Claim Opportunities for French Subsidiaries of MNEs

As a reminder, under French law, dividends received from resident or non-resident subsidiaries are 95% exempt at the French parent company’s level (the participation-exemption regime) provided certain conditions are met...more

The Employment Expansion Trifecta: The Wage and Hour Division, The National Labor Relations Board, and . . . OSHA?

Perhaps it is the end of racing season in Saratoga, but the federal employment agencies are certainly looking to hit the trifecta against independent contractors, franchisors, parent companies, and similar entities under the...more

Supreme Court Declares Canadian Corporations may be Liable for Acts of Foreign Affiliates

In a just-released decision, Chevron Corp v Yaiguaje, 2015 SCC 42, the Supreme Court of Canada held that Canadian courts have jurisdiction to decide whether a foreign judgment can be enforced in Ontario against either or both...more

The World in US Courts - Orrick's Quarterly Review of Decisions Applying US Law to Global Business and Cross-Border Activities:...

We are pleased to announce the Summer 2015 issue of The World in US Courts: Orrick's Quarterly Review of Decisions Applying US Law To Global Business and Cross-Border Activities. This issue discusses 13 new decisions that...more

NLRB’s New Joint Employer Standard Creates Enormous Uncertainty

Late last week, the National Labor Relations Board published a decision that will make many business leaders’ heads spin. By pronouncing a new legal standard to be used to determine if a business is a “joint employer” of...more

NLRB Finds Joint Employer Status Can Exist Merely Based on Indirect or Potential Control

Overturning decades of precedent, the National Labor Relations Board (NLRB), on August 27, 2015, issued its long-awaited decision in Browning-Ferris Industries of California, Inc. d/b/a BFI Newby Island Recyclery, 362 NLRB...more

[Webinar] How Will Browning-Ferris Change the Test for Joint-Employer Status for Union and Non-Union Employers? - August 31st,...

The NLRB is expected to release its long-anticipated decision in Browning-Ferris Industries of California, Inc. shortly, possibly today. This decision will likely mark a radical departure from the currently accepted standard...more

The Consumer Financial Protection Bureau's case against Citibank for violations relating to credit card add-on products

Today we’re taking a look at the CFPB’s recent enforcement case against Citibank, N.A. (“Citibank”) and two of Citibank’s subsidiaries, Department Stores National Bank (“DSNB”) and Citicorp Credit Services, Inc. (USA) (“CCSI...more

Uber Launches Xchange Leasing Program

Uber recently announced it has developed a new pilot program called Xchange Leasing, a non-traditional three-year leasing option offered to Uber drivers through an Uber subsidiary. The program calls for an upfront deposit of...more

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