News & Analysis as of

Subsidiaries Shareholders

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

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

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

The Qualified Subchapter S Subsidiary Election – A Primer and Beyond

by Garvey Schubert Barer on

Mr. Brant’s article offers readers a broad overview of the QSub election and a review of the history surrounding its statutory creation. In addition, it provides a rather in-depth discussion of the QSub qualification...more

Attention All Canadians Who Own, Control U.K. Subsidiaries: U.K. Government Implements PSC Register

The U.K. government recently enacted amendments to the U.K. Companies Act 2006, which requires non-listed U.K. companies and limited liability partnerships to maintain and file a register of people with significant control...more

Court Of Chancery Denies Standing After Spin-Off

by Morris James LLP on

After a spin–off of a subsidiary, there is a question as to whether the subsidiary’s stockholders have standing to bring a derivative suit on behalf of the subsidiary for past wrongs against the subsidiary committed by the...more

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

by Carlton Fields on

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

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

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

Potential Shareholder Liability Arising From Subsidiary WARN Act Violations

by Mintz Levin on

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

Delaware Supreme Court Rules That Privileged Documents Must Be Produced To Shareholders Investigating Corporate Misconduct

by Bracewell LLP on

The Delaware Supreme Court recently held that, in certain circumstances, shareholders may be able to obtain access to privileged, internal documents in order to investigate potential breaches of fiduciary duty. In Wal-Mart...more

What Does Delaware’s Wal-Mart Decision Mean for the Attorney-Client Privilege and Internal Investigations?

The Delaware Supreme Court’s decision in Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, No. 614, 2014 Del. LEXIS 336, 2014 WL 3638848 (July 23, 2014), a Section 220 “books and records” case...more

IRS Issues Another Significant Ruling on Spin-off of Real Estate

by McDermott Will & Emery on

In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more

Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

by Jackson Walker on

Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more

Corporate and Financial Weekly Digest - September 13, 2013

In this issue - - Federal Agencies Seek Comment on Joint Proposed Rule Regarding Credit Risk Retention - SEC Grants Request for No-Action Relief with Respect to Multi-Day Pre-Fail and Post-Fail Credit Under Rule...more

No Oregon Income Tax Nexus For Company Owning Intangibles Used In State

by Perkins Coie on

A federal bankruptcy court judge has held that Washington Mutual, Inc. (WMI), a parent holding company that owned bank subsidiaries conducting business in Oregon, did not have nexus in Oregon by virtue of its ownership of the...more

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