News & Analysis as of

Subsidiaries United Kingdom

Cadwalader, Wickersham & Taft LLP

The PRA and the Treatment of Overseas Branches

The UK’s banking regulator, the Prudential Regulation Authority ("PRA") has issued a consultation on its approach to the treatment of branches of international banks operating in the UK (CP11/24). Among the proposals is a...more

Dorsey & Whitney LLP

SEC Staff Provides Welcome Guidance to Resource Extraction Issuers

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As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more

BCLP

Município de Mariana v BHP Group: the English High Court casts its jurisdictional net wider in the Fundão Dam class action...

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In the High Court’s recent judgment in Município de Mariana & Ors v BHP Group (UK) Limited & Anor the Court found that England was “clearly the appropriate forum” to determine whether Vale SA, a Brazilian company, should...more

A&O Shearman

Parents beware - environmental claims against Shell Plc for its subsidiary's actions in Nigeria

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On 27 January 2023, 11,317 individuals and 17 institutions from the Ogale community in Nigeria filed claims against Shell Plc (Shell) for its alleged role in oil spills in the Niger Delta....more

Venable LLP

UK Supreme Court Issues Long-Awaited Judgment Regarding Company Directors' Duties to Creditors

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​​​​​​​In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more

Goodwin

Do Directors Have a Duty to Consider the Interests of Creditors Prior to Insolvency?

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On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others. This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more

BCLP

Setback for defendants in international environmental group claims

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The judgment of the Court of Appeal on 8 July in Municipio de Mariana v BHP Group (UK) Ltd and BHP Group Limited [2022] confirms once again the difficulties faced by UK defendants in bringing international environmental tort...more

Goodwin

Litigation Insights - July 2021

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FOREWORD - On behalf of the new and expanding Goodwin London litigation team I am delighted to welcome you to our first ever ‘Litigation Insights’: a series of quarterly updates on important and interesting developments...more

A&O Shearman

Guarantee unenforceable due to amendments to an underlying agreement: a “trap for the unwary”

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The judgment provides a helpful reminder of the distinction between guarantees and indemnities, and how they interact with a defence of equitable set-off. The court also held that pure guarantee obligations had been...more

Goodwin

English High Court’s Berkeley Square Ruling Expands Possible Scope Of Disclosure

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The matter of Berkeley Square Holdings Ltd v Lancer Property Asset Management Ltd [2021] EWHC 849 (Ch) is the latest in a recent series of decisions that are gradually expanding the scope of “control” of documents for...more

BCLP

Claims for overseas environmental harm and human rights infringements proceed in England against UK parent companies

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Last month, the UK Supreme Court overturned the judgment of the Court of Appeal and allowed a claim for damages from claimants in the Niger Delta to proceed against Royal Dutch Shell plc and its local subsidiary Shell...more

Goodwin

UK Supreme Court Decision On Parent Company Liability For Actions Of Subsidiary

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In February 2021, the UK Supreme Court handed down its judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3. The decision clarifies the position in relation to the liability of UK parent companies...more

A&O Shearman

Okpabi: Supreme Court rules that Nigerian communities can sue Shell and its Nigerian subsidiary in England

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Okpabi and others (Appellants) v Royal Dutch Shell Plc and another (Respondents) [2021] UKSC 3, 12 February 2021. The UK Supreme Court has ruled that the English courts have jurisdiction to hear a claim by over 40,000...more

Morrison & Foerster LLP

The World Is Your Oyster? Supreme Court Confirms UK Jurisdictional Gateway For Parent Company Liability

On 12 February 2021, the Supreme Court handed down judgment in the high profile case of Okpabi v Shell, in which it allowed a jurisdictional appeal relating to group claims brought by claimants against a UK domiciled parent...more

Hogan Lovells

Okpabi decision: Supreme Court shows the difficulty UK domiciled parent companies have avoiding foreign claimants suing in England

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In Okpabi & Others v Royal Dutch Shell & Another the Supreme Court has applied the principles around parent company liability it set out in Lungowe v Vedanta Resources Plc, to hold that a claim against an English domiciled...more

Latham & Watkins LLP

SFO’s International Investigatory Powers Curbed in Supreme Court Ruling

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Landmark decision holds that the SFO does not have the power to procure documents from foreign companies outside the jurisdiction. On 5 February 2021, the UK Supreme Court handed down a highly significant judgment in R...more

WilmerHale

UK Supreme Court Ruling on Territorial Extent of SFO's Powers Impacts SFO’s Evidence Gathering Capabilities

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On February 5, 2021 the Supreme Court handed down judgment in the case of R (on the application of KBR, Inc) v Director of the Serious Fraud Office, finding in favor of the Appellant, KBR, Inc (KBR). This high-profile case...more

WilmerHale

UK Supreme Court Rules on Territorial Extent of SFO’s Powers

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On February 5, 2021 the Supreme Court handed down judgment in the case of R (on the application of KBR, Inc) v Director of the Serious Fraud Office, finding in favor of the Appellant, KBR, Inc (KBR). This high-profile case...more

A&O Shearman

SFO rebuked for overreaching: no power to seek overseas documents from non-UK companies

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The Supreme Court has decided the Serious Fraud Office does not have the power to issue a section 2 notice to a non-UK company with extraterritorial application. It can, however, continue to compel production of documents...more

Morrison & Foerster LLP

Top 10 International Anti-Corruption Developments For July 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

WilmerHale

Cross-border information-sharing - insubstantial guidance for UK corporates

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On 12 May 2020 the UK belatedly published its statement on cross-border information-sharing within corporate groups (the Statement). This one-page document primarily consists of general acknowledgements of the importance of...more

White & Case LLP

Losing the longstop: High Court decision highlights importance of clearly drafted longstop clauses

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In Damoco (Bermuda) Ltd and Others v Atlanta Bidco Ltd, the High Court rejected claims as to the longstop date for accounts needed to calculate a contractual payment. Instead, the Court adopted a much narrower interpretation...more

White & Case LLP

US v. Hoskins: FCPA Guilty Verdict Overturned as Court Gives Definition to the Term "Agent"

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In November 2019, we reported that a jury found Lawrence Hoskins, a senior executive at a French company, guilty of Foreign Corrupt Practices Act ("FCPA") violations. Two years earlier, the District Court granted dismissal of...more

BCLP

A rag-bag of changes to UK money laundering regulations

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UK regulations implementing the EU 5th Money Laundering Directive (“5MLD”) came into force on 10 January 2020: the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (“MLR 2019”). The regulations make a...more

WilmerHale

Alstom UK Subsidiary Sentenced: Do the Incentives for Resolving Corporate Wrongdoing by Negotiated Settlement Always Stack Up?

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On 25 November at a sentencing hearing at Southwark Crown Court, Alstom Network UK Limited (ANUK) – a subsidiary of French rail conglomerate Alstom – was fined £15m, plus £1.4m in costs, for conspiring to make corrupt...more

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