Subsidiaries

News & Analysis as of

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

ConAgra Brands; Taxpayer Loss in First Post-Gore Decision Signals More Challenges for Intercompany Transactions in Maryland

The Maryland Tax Court recently issued its decision in ConAgra Brands Inc. v. Comptroller of the Treasury, 09-IN-OO-0150 (Md. Tax Ct., Feb. 24, 2015). The case involved the Comptroller’s assertion of nexus over ConAgra...more

Goodyear Settles SEC FCPA Charges

Goodyear Tire and Rubber Company settled FCPA books and records and internal control charges with the SEC. The settlement reflects the extensive cooperation and remedial efforts of the company. In the Matter of Goodyear Tire...more

Goodyear’s Settlement with the SEC Emphasizes the Importance of FCPA Due Diligence in M&A Transactions and of Having a Robust...

On February 24, 2015, Goodyear Tire & Rubber Co. agreed to pay more than $16 million to settle charges that two of its subsidiaries allegedly paid $3.2 million in bribes that generated $14,122,535 in illicit profits. The SEC...more

Parent Corporations Beware: Control Over Your Subsidiaries is a Double-Edged Sword

The decision earlier this month in Cyprus Amax Minerals v. TCI Pacific Communications is a useful reminder that corporate form exists for a reason and that parent corporations who ignore corporate niceties do so at their...more

Blue Edge Lab and the Internet Security Alliance launch new online cybersecurity tool for multinational companies

Blue Edge Lab, a wholly owned subsidiary of DLA Piper LLP (US), in partnership with the Internet Security Alliance (ISA), announced today the launch of CyberTrakSM, a highly innovative online cybersecurity tool featuring...more

CanaSea Group: Full and Fair Disclosure Required in Ex Parte CCAA Applications

Applicants who seek ex parte relief under the Companies’ Creditors Arrangement Act (CCAA) have an obligation to make full and fair disclosure of all material facts to the court. ...more

Ruling Demonstrates Potential for Inversion Rules to Apply in Inbound Structures

In Private Letter Ruling 201432002 (the “PLR”), the IRS ruled that a foreign-to-foreign “F” reorganization did not implicate the Section 7874 anti-inversion rules. As a result, a foreign corporation (that was 100 percent...more

FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras [Video]

In this episode, Compliance Week Editor-in-Chief Matt Kelly and I discuss the Avon and Alstom FCPA enforcement actions and then take a look at the ongoing Petrobras corruption scandal and what it means for Brazil. ...more

It’s All in the Family: Shifting Standards for Joint-Employer Liability

The concept of joint-employer liability is popping up in the news a lot again. This is because the NLRB is taking a more aggressive view on joint-employer standards under the National Labor Relations Act, particularly as to...more

Alstom Guilty Plea Sends Strong Message that DOJ Has Harsh View of Inadequate Internal Controls and Failure to Fully Cooperate

On December 22, 2014, French power and transportation company Alstom S.A. (“Alstom”) pleaded guilty to violating the Foreign Corrupt Practices Act (“FCPA”) and agreed to pay $772.29 million, the largest criminal fine ever...more

Registering To Business In Delaware Constitutes Consent To Jurisdiction Notwithstanding Daimler

This is an ANDA case relating to generic dalfampridine extended-release tablets. The court finds, following that the Daimler decision, that neither the parent nor subsidiary defendant are “at home” in Delaware for purposes of...more

Seventh Circuit to Motorola: No Rehearing En Banc

On December 1, 2014, we wrote about the Seventh Circuit’s decision in Motorola Mobility LLC v. AU Optronics Corp., which affirmed dismissal of the vast majority of Motorola’s claims regarding LCD panels....more

CDFI Fund FAQ clarifies subsidiary CDE dissolution/decertification Process

In a previous Housing Plus blog post on January 7, 2015, I described the various updates to the CDFI Fund’s Frequently Asked Questions document for the New Markets Tax Credit (“NMTC”) program. The most significant update may...more

Avon Settles FCPA Charges

On December 17, 2014, Avon Products, Inc. (“Avon”) resolved Foreign Corrupt Practices Act (FCPA) investigations being conducted by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) with a...more

Competing Claims Challenges And The Right To Recover

Your insured is sued, along with several other additional or named insureds. You receive a policy limits demand that is reasonable, but the limit is insufficient to settle all claims against all of the defendants. What do you...more

Byzantium and the Alstom FCPA Settlement – Part III

Porphyry is a type of stone that was much favored in the Roman world. In a review of several books in the New York Review of Books, entitled “The Purple Stone of Emperors”, Peter Brown looked into the history of the lithic in...more

FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action [Video]

In this episode 118, I take a deep dive into the Alstom FCPA enforcement action and its implication for the CCO and compliance practitioner. I also discuss comments from Dick Cassin and the FCPA Professor on the case. ...more

No Freezing Order Against Subsidiary Of Arbitration Award Judgment Debtor

In an important decision for anyone trying to enforce an arbitration award, in Cruz City 1 Mauritius Holdings v Unitech Ltd & 7 ors [2014] EWHC 3704 (Comm) Males J ruled that the English court did not have jurisdiction to...more

FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action [Video]

In this episode I take a deep dive into the recent concluded Avon FCPA enforcement action. ...more

The Alstom FCPA Enforcement Action – Part I

As the first blog post of 2015, I thought it appropriate to highlight two outstanding confluences. The first is that this year is the centenary of the birth of Orson Welles. While not occurring in 2015, near the end of 2014...more

The Avon FCPA Settlement – Part III

Today I conclude my 2014 blog posts with a final look at the Avon Foreign Corrupt Practices Act (FCPA) enforcement action. Before getting to the key lessons that a compliance practitioner may draw from this enforcement...more

The Avon FCPA Settlement, Part II

I am back from my holiday break and am looking forward to many good ideas for blogs in the coming year. However before we get to 2015, I have to finish out some matters from 2014. Today I continue my look at the Avon Foreign...more

Alstom’s FCPA Guilty Plea and Fine of $772 Million Offer Compelling Lessons

The December 23, 2014, announcement by the U.S. Department of Justice (DOJ) that Alstom, S.A., a French power and transportation company, pled guilty to two Foreign Corrupt Practices Act (FCPA) charges and agreed to pay $772...more

Alstom to Pay Largest FCPA Criminal Penalty in History

Earlier this week, Alstom S.A., a French multinational power and transportation company, pleaded guilty in the District of Connecticut to a two-count information charging it with violating the accounting provisions of the...more

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