News & Analysis as of

Subsidiaries

IRS Resumes Issuing Transactional Spin-Off Rulings

by Proskauer - Tax Talks on

On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52 (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off”...more

Update on The CFPB’s Enforcement Case against Ocwen Financial Corporation

by Nexsen Pruet, PLLC on

Ocwen Financial Corporation (Ocwen) is one of the country’s largest nonbank mortgage loan servicers, and it has had its hands full the last six months. On April 20, the Consumer Financial Protection Bureau (CFPB) filed an...more

ECJ judgment in Austria Asphalt smooths over a crack in EU merger control

by Dentons on

The creation of a joint venture from a company which was previously solely controlled by one parent is only subject to EU merger control where it is a "full function" joint venture. So ruled the European Court of Justice...more

Corporate Tax Residence: Another Chapter

Another Case on Corporate Tax Residence: Why Does It Matter? - Corporate tax residence is an area of enduring enquiry and focus for HM Revenue & Customs (HMRC) in the UK. Development Securities (No.9) vs. HMRC [2017]...more

A Second Broker-Dealer Settles SEC Allegations Over Improper Handling Of Pre-Released ADRs

by Shearman & Sterling LLP on

On August 18, 2017, the Securities and Exchange Commission (“SEC”) announced that broker-dealer Banca IMI Securities Corp. (“BISC”), an indirect, wholly-owned U.S. subsidiary of Italian bank Intesa Sanpaolo SpA, agreed to pay...more

Practical tips for maintaining a list of "registrable controllers' in Singapore: what Japanese companies should know (Japanese)

by Dentons on

Japanese companies, branches, and subsidiaries incorporated or registered in Singapore may face novel challenges when complying with the new requirement to maintain a register of "registrable controllers"....more

Practical tips for maintaining a list of "registrable controllers" in Singapore: what Japanese companies should know

by Dentons on

Japanese companies, branches, and subsidiaries incorporated or registered in Singapore may face novel challenges when complying with the new requirement to maintain a register of “registrable controllers”....more

Loans to U.S. Subsidiaries Should Be Carefully Structured and Documented to Obtain U.S. Tax Benefits

by Dorsey & Whitney LLP on

Canadian companies should carefully structure and document loans and advances to their U.S. subsidiaries. If loans to U.S. subsidiaries are not properly structured and documented, such loans may be recharacterized as equity...more

OFAC Fines American Honda for Foreign Subsidiary’s Business with Cuba

by Baker Donelson on

American Honda Finance Corporation (American Honda) has settled with the Office of Foreign Assets Control (OFAC) over potential civil liability for 13 violations of the Cuban Assets Control Regulations (CACR), which that...more

A Subsidiary Post

by Allen Matkins on

Not too long ago, I wrote about the Securities and Exchange Commission’s confusing classification of subsidiaries. See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since...more

Successful appeal against health and safety fine in the Court of Appeal

by Dentons on

Tata Steel UK recently secured a significant reduction of a health and safety fine by appealing the fine to the Court of Appeal. It is understood to be the first successful appeal by a large company of a Crown Court judge's...more

Eaton v. IRS: Tax Court determines IRS abused its discretion in cancelling two APAs

by DLA Piper on

The Tax Court in Eaton Corporation and Subsidiaries v. Commissioner, T.C. Memo, 2017-147 determined that the IRS abused its discretion in cancelling two unilateral advanced pricing agreements (APAs) covering the transfer of...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Northern District of California Partially Dismisses "Defeat Device" Claims Against Volkswagen For Failure to Plead Scienter

by Shearman & Sterling LLP on

On July 19, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California partially dismissed a putative class action against Volkswagen Aktiengesellschaf (“VW AG”), Volkswagen...more

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

by Allen Matkins on

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

Negligence liability: parent and subsidiary companies

by Dentons on

The High Court has considered the circumstances in which a parent company may be liable to third parties in negligence for the acts or omissions of its subsidiary....more

Corporate Inversions

by Kelley Drye & Warren LLP on

A multinational corporate group headed by a U.S. parent corporation is often at a competitive disadvantage compared to a multinational corporate group headed by a foreign corporation. While a multinational corporate group...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Fourth Declination With Disgorgement Announced Under FCPA Pilot Program

by Shearman & Sterling LLP on

On June 30, 2017, the Department of Justice (“DOJ”) announced that it had declined to bring charges against and was closing its investigation into CDM Smith Inc. (“CDM”), a Boston-based engineering and construction group, for...more

Personal Liability Under Canada's Anti-Spam Law

by Bennett Jones LLP on

Under Canada's Anti-Spam Law (CASL) not only may a corporation that fails to comply be liable to pay a monetary penalty but personal liability may also arise. Section 31 provides that "An officer, director, agent or mandatary...more

Favorable Guidance from the New Jersey Tax Court on the ‘Unreasonable’ Exception to the Related-Party Intangible Expense Add-back

by McDermott Will & Emery on

In a recent decision, the New Jersey Tax Court provided some long-awaited guidance on the “unreasonable” exception to the state’s related-party intangible expense add-back provision. In BMC Software, Inc v. Div. of Taxation,...more

Downstream Reorganizations

by Alston & Bird on

LTR 201721014 ruled that a holding company can reorganize into a partly owned subsidiary by swapping old shares for new shares of the subsidiary and then liquidating. The technique is an old one, but tends to be forgotten...more

Genesis Healthcare Settlement with Federal Government

by Dorsey & Whitney LLP on

On June 16th, 2017, The Department of Justice (“DOJ”) announced a $53.6 million dollar settlement with Genesis Healthcare Inc. (“Genesis”) over six federal whistleblower lawsuits alleging that subsidiaries of the...more

Germany introduces legislation to facilitate corporate group insolvencies (Konzerninsolvenzrecht)

by DLA Piper on

Germany’s major legal reform aiming to facilitate group insolvencies takes effect on April 21, 2018 (full German text). The new law will allow insolvency proceedings over companies within a corporate group to be concentrated...more

European Court of Justice rules Belgian fairness tax in breach of the Parent Subsidiary Directive

by DLA Piper on

The European Court of Justice (ECJ) has ruled that the Belgian fairness tax violates the Parent-Subsidiary Directive in certain specific circumstances. This decision may be the latest step leading to the annulment of the tax,...more

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