News & Analysis as of

Subsidiaries

Officer and director checklist: Complying with the global reach of the New York Department of Financial Services Cybersecurity...

by White & Case LLP on

The New York State Department of Financial Services (NYDFS) issued Cybersecurity Requirements for Financial Services Companies (the "Cybersecurity Regulation") effective March 1, 2017. The regulation imposes tight compliance...more

IRS Issues Guidance on “North-South” Transactions

by Proskauer - Tax Talks on

On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced...more

Korea Newsletter - May 2017

by McDermott Will & Emery on

Recent Representative Matters and News - ACUSHNET IPO - McDermott represented Korean private equity funds Mirae Asset Private Equity Partners Fund VII, Neoplux No.1 Private Equity Fund, and Woori Blackstone Korea...more

Global Employee Equity at a glance: definitions

by White & Case LLP on

Welcome to the definitions page of our Global Employee Equity at a glance series. Home Member State — The Member State of the European Union ("EU") ("Member State") with whose regulatory authority the Issuer is required...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

by Shearman & Sterling LLP on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

Supreme Court Decides Bolivarian Republic of Venezuela v. Helmerich & Payne International Drilling Co.

by Faegre Baker Daniels on

On May 1, 2017, the Supreme Court decided Bolivarian Republic of Venezuela v. Helmerich & Payne International Drilling Co., No. 15-423, holding that a federal court has jurisdiction over a lawsuit against a foreign sovereign...more

European M+A News, Spring 2017

by Morrison & Foerster LLP on

Germany's New Merger Control Regime - New Filing Requirements to Come - ..Introduction of an Upgraded Transaction Value Test ..New Local Nexus Test Requires Further Advance Analysis Germany is about to enact a revised...more

FRANCHISOR 101: Not Your Neighborhood Tesla Dealer

by Lewitt Hackman on

Among the many differences between Tesla and traditional automakers, Tesla does not sell or service its electric cars through franchised dealers; it sells direct to consumers. Recent legal challenges to Tesla's...more

Manatt on Health Reform: Weekly Highlights - April 2017 #4

The ACA reduced uninsurance among veterans by 40%; Marketplaces showed signs of stabilizing in 2016; and some states are giving insurers more time to make decisions about offering coverage on the Marketplace next year in...more

Is Google Incs Australian subsidiary a "publisher" for the purposes of a defamation claim - Mr Defteros claimed damages for...

by Dentons on

The alleged defamatory matter - Mr Defteros claimed damages for defamation against both Google Inc and its Australian subsidiary, Google Australia Pty Limited about the alleged publication of search result pages by...more

Tax Court Déjà Vu – IRS Tried, and Failed, to Overturn Veritas

by Alston & Bird on

In a recent decision (Amazon Inc. v. Commissioner, March 23, 2017), the Tax Court handed the IRS an unsurprising loss when it attempted to relitigate many of the same issues it unsuccessfully raised before the Tax Court in...more

Global Private Equity Newsletter - Spring 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

When a portfolio company underperforms, an equity sponsor will want to assess the degree of negotiating leverage the company’s lenders have against the company under the circumstances, which can play a significant role in...more

Singapore Exchange Amends Listing Rules Following Changes to the Companies Act

by Morgan Lewis on

The Singapore Exchange has introduced amendments to the Mainboard and Catalist listing rules—including in relation to the electronic transmission of documents to shareholders, exemptions for insurance coverage and indemnities...more

Amazon v. Commissioner: IRS Cost Sharing Buy-In Challenge Rejected Again

by Jones Day on

On March 23, 2017, the U.S. Tax Court issued its long-awaited opinion in a transfer pricing dispute involving Amazon's cost sharing arrangement ("CSA") with its Luxembourg subsidiary... ...more

Delaware Courts Expand Corwin Line of Cases

by Dorsey & Whitney LLP on

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s...more

Commonwealth Court Dismisses Pennsylvania Attorney General’s Lawsuit against Golden Living

by Tucker Arensberg, P.C. on

Many nursing home operators have been closely watching the litigation between the Pennsylvania Office of Attorney General (“OAG”) and the Golden Living chain of skilled nursing facilities. On March 22, 2017, the Commonwealth...more

Germany: Termination for Breach of US Regulatory Rules Not Permissible, European Labour & Employment Update

by Jones Day on

The New York State Department of Financial Services ("NYDFS") required Commerzbank to terminate the employment of a Germany-based employee on the basis that he played "a central role" in the breaching of US sanctions...more

Cross-Border Loan Transactions: Supplementing Canadian Law Governed Loan Documents with Collateral and Guaranty Documents Governed...

by Dorsey & Whitney LLP on

Many cross-border loan transactions involve subsidiaries that are organized in the United States and/or U.S. based collateral. To the extent that the underlying loan is made to a Canadian borrower by a Canadian lender, these...more

No English jurisdiction over Nigerian oil pollution claims against Shell

by Allen & Overy LLP on

In a highly mediatised ruling, the English High Court refused jurisdiction over claims brought against Royal Dutch Shell and its Nigerian subsidiary, Shell Petroleum Development Company of Nigeria Ltd, by over 42,000...more

European Banking Authority Seeks to Provide Guidance on Coverage of Subsidiaries in Group Recovery Plans

by Shearman & Sterling LLP on

The European Banking Authority has launched a consultation on proposed recommendations on the coverage of legal entities in a group recovery plan. The Bank Recovery and Resolution Directive requires a Union parent undertaking...more

Republicans Release Much Anticipated ACA "Repeal and Replace" Bill, But Will it Fly Under the Byrd Rule?

by Hogan Lovells on

On March 6, 2017, House Republicans in the Committee on Ways and Means and the Committee on Energy and Commerce introduced the American Health Care Act (AHCA), a bill that would repeal and replace key portions of the...more

Will “Trumpcare” Replace Obamacare by April?

by Carlton Fields on

Monday, House Republicans revealed two bills collectively meant to repeal and replace the Affordable Care Act (ACA). House committees began reviewing the legislation yesterday. The bills do not contain any major surprises and...more

Introduction To US Benefit Corporations: US Subsidiaries of Foreign Parents Doing Good by Bridging Profitability and Responsible...

As discussed in Part I of this series, business owners are increasingly choosing to pursue the B-corporation form to combine their companies’ for-profit and public benefit purposes. B Lab, the independent non-profit that...more

DOJ Intervenes in Risk Adjustment FCA Case

by Bass, Berry & Sims PLC on

Recently, the DOJ intervened in one of several currently pending qui tam cases involving Medicare Advantage (MA) and the Risk Adjustment process used to determine the amount of payments to Medicare Advantage Organizations...more

Explanation of J. Crew “back-door” provision and proposal for how lenders might address this in their documentation.

by King & Spalding on

Recently, J. Crew used a “back-door” provision in its credit facility to transfer approximately $250 million worth of intellectual property (“IP”) to an unrestricted subsidiary with the aim of borrowing against the...more

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Cybersecurity

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