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Subsidiaries

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

EU financial regulator issues aggressive opinion on “passporting” issues post Brexit

by Bryan Cave on

The European Securities and Markets Authority (ESMA), issued an aggressive Opinion on the 31 May 2017, aimed at dashing the hopes of letterbox subsidiaries in the EU. The Opinion also sought to govern growing competition...more

Thinking outside the box: the basics of Unrestricted Subsidiaries

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 5 - We are often asked by clients whether an "Unrestricted Subsidiary" can be used to complete a transaction which may not otherwise be permitted by their high-yield notes...more

Another Key Decision on Corporate Separateness – High Court Finds That There is No Arguable Case for Unilever to be Held Liable...

by Latham & Watkins LLP on

In a recent decision, the High Court has ruled that Unilever plc (Unilever), the ultimate holding company of the Unilever Group, does not owe a duty of care to protect the employees and residents of a tea plantation owned and...more

IRS Will Resume Ruling on Important Spin-Off Issues

by Jones Day on

The IRS recently provided taxpayers with favorable guidance involving tax-free spin-offs. First, the IRS will resume issuing private rulings that allow a distributing corporation to satisfy debt it issued in anticipation of a...more

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

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