Subsidiaries

News & Analysis as of

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

Supreme Court Decides King v. Burwell

On June 25, 2015, the Supreme Court of the United States decided King v. Burwell, No. 14-114, holding that tax credits authorized under the Patient Protection and Affordable Care Act are available to individuals who purchase...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

Delaware Chancery Approves a Books and Records Request Concerning Alleged Subsidiary Fraud in Oklahoma Firefighters Pension and...

In Oklahoma Firefighters Pension & Ret. Sys. v. Citigroup Inc., No. CV 9587-ML (VCN), 2015 WL 1884453 (Del. Ch. Apr. 24, 2015), a Delaware Chancery Court judge found that Del. Code Ann. tit. 8, § 220 (“Section 220”) permitted...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

NYS Tax Appeals Tribunal Provides Guidance Respecting Unitary Business Determinations

The New York State Tax Appeals Tribunal has just provided timely guidance respecting the unitary business rule in New York State. In SunGard Capital Corp. and Subsidiaries (DTA Nos. 823631, 823632, 823680, 824167, and...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

Tax-Exempt Parent Companies with For-Profit Subsidiaries

Recently, tax-exempt organizations have inquired whether it was legally permissible to establish a for-profit subsidiary to perform profitable work developed by the non-profit parent. ...more

Tax Alert: IRS Untangles Section 163(L) in Cross-Border Hybrid Financing Transaction

“In terrorem” or anti-abuse provisions often receive a lack of judicial and administrative interpretation. Section 163(l) of the Code, enacted in 1997, is no exception, so that even now certain fundamental questions relating...more

NLRB's General Counsel Confirms an Employer is Not Required to Provide Information Relating to a Union's Unsupported Belief that...

In a case handled by FordHarrison attorneys, the National Labor Relations Board (NLRB) General Counsel recently held that an employer was not required to provide information regarding the non-bargaining unit employees of a...more

DOJ and International Investment Bank Enter Into Plea Agreement to Resolve LIBOR Manipulation Claims, Bank Agrees to Pay $2.5...

On April 23, the DOJ announced that an international investment bank and its subsidiary agreed to plead guilty to wire fraud for its alleged conduct, spanning from 2003 through 2011, in manipulating the London Interbank...more

Court Of Chancery Permits Records Inspection Despite Dubious Claim

While the test for books and records inspection to check on possible wrongdoing is very liberal, it is not without its limits. This decision permits inspection, if limited, even when the alleged wrongdoing is at the level of...more

Potential for Vicarious Liability Under the Graves Amendment [Video]

The Graves Amendment is a federal statute that has traditionally shielded commercial motor vehicle leasing companies from most claims of vicarious liability. In August 2014, however, a New York court determined that a...more

Spin-Offs and Successorship Clauses

In 2006, the media conglomerate News Corporation, referred to as Old News Corp, entered into a Settlement Agreement to settle stockholder litigation filed in Delaware in 2005. Subject to certain exceptions, the Settlement...more

Abolition of resident representative requirement for subsidiaries of foreign companies in Japan

In an effort to boost foreign investments in Japan, the Cabinet Office recently resolved to eliminate the residency requirements for representatives of Japanese subsidiaries of foreign companies. The change took effect on...more

A Cautionary Tale (or Two) – The Need for Robust Internal Oversight in Financings

In this era of rushed financings and hectic corporate restructurings, internal controls and procedures are more important than ever. Adding litigious shareholders and debtholders to the mix means it’s never been more...more

Proposed Treasury Regulations Aim to Curb Elective Treatment of M&A Transaction Costs

Some taxpayers have taken the position that an acquiring corporation and a target corporation, when the target corporation is joining the acquiring corporation's consolidated corporate group, can choose between taking certain...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

Joint Employer Liability on the Rise

The Issue: Could my company be liable as a joint employer for Labor Code violations of our subsidiary or third-party staffing company?...more

Swap Agreement Safe Harbors at Risk in Latest Lehman Dispute

On May 30, 2014, hedge fund Moore Capital (Moore) brought suit against the Lehman Brothers bankruptcy estate (Lehman) in the Southern District of New York bankruptcy court, seeking a declaratory judgment that it acted...more

Stripping the ACA of Both the Carrot and the Stick: Sticking it to Consumers On and Off the Federal Exchange

Even as we write and you read, the Supreme Court in King v. Burwell is considering whether qualifying (often low income) individuals and families who have an opportunity to purchase healthcare coverage through the Affordable...more

Membership Access Restricted

This article is addressed to clients and groups considering restructuring and aims to clarify one of the key obstacles in restructuring involving Cypriot companies, by explaining which structures are permitted and which...more

Potential Shareholder Liability Arising From Subsidiary WARN Act Violations

When a company begins experiencing financial difficulty, shareholders often ask whether they may be liable under the Federal Worker Adjustment and Retraining Notification (“WARN”) Act for violations by the company. When the...more

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