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10 Hallmarks of an Effective Compliance Program - #1 Top Management Through the Organization

by Thomas Fox on

Episode One of a ten-part series for compliance professionals. In this new series of audio white papers, Thomas Fox looks at the 10 Hallmarks of an Effective Compliance Program. Material in this audio white paper is...more

Michigan to Enact the Uniform Commercial Real Estate Receivership Act

by Miller Canfield on

A commercial real estate receiver’s powers will be clarified when Michigan’s Uniform Commercial Real Estate Receivership Act (the “Act”) becomes effective in May. The legislation, signed by Gov. Rick Snyder on Feb. 6, 2018,...more

Court Holds That Plaintiff Did Not Establish Continuing Tort Theory To Defeat A Statute Of Limitations Defense To A Breach Of...

by Winstead PC on

In Vaschenko v. Novosoft, Inc., a partner from an alleged oral partnership sued his partner for breach of fiduciary duty. No. 03-16-00022-CV, 2018 Tex. App. LEXIS 771 (Tex. App.—Austin January 26, 2018, no pet. history). The...more

SEC Disgorgement: A Path For Reform?

by Dorsey & Whitney LLP on

One of the guiding principles of the current SEC Enforcement program is to “Impose Sanctions That Most Effectively Further Enforcement Goals.” SEC Division of Enforcement Annual Report 2017. ...more

IRS Issues Guidance Related to the Filing Obligations Resulting from the New CFC Downward Attribution Rules

by Benesch on

As discussed in our previous Client Bulletin U.S. Tax Reform: Key Considerations for Non-U.S. Families with Connections to the United States, the Tax Cuts and Jobs Act (the “Act”) changed the stock attribution rules that are...more

Impact of US Tax Reform on Insurance Companies

On December 22, 2017, President Donald Trump signed into law a budget reconciliation act commonly referred to as the Tax Cuts and Jobs Act (TCJA). This sweeping tax bill represents the most comprehensive reform of U.S. tax...more

Airbus Pays €81 Million Fine to German Authorities for “Violation of Supervisory Duties”

by Morrison & Foerster LLP on

In one of Europe’s largest cross-border corruption investigations, involving multiple jurisdictions including Germany, the United Kingdom, France, and Austria, one chapter concluded at the end of last week: On February 9,...more

The Glassdoor Effect: When the Virality of Social Media Mixes with the Fragility of Trust

by NAVEX Global on

Social media does not only provide channels for employees to talk, it also by its very nature encourages and cultivates discussions that may not have happened otherwise. Pair this with a brewing global state of distrust, and...more

The Buzz in California: A State-Run Marijuana Bank

Spurred by the recent shift in federal policy, California appears to be inching closer to a state-run bank for the burgeoning marijuana industry....more

Court Rules California Unincorporated Association Is A South Dakota Citizen

by Allen Matkins on

Diversity jurisdiction in the U.S. District courts requires complete diversity of citizenship between the parties. 28 U.S.C. § 1332. A corporation can be a citizen of its state of incorporation, as well as the state where...more

English Court of Appeal Rejects UK Parent Company Duty of Care to Those Affected by Pipeline Operations of Nigerian Subsidiary

by King & Spalding on

In a decision likely to give comfort to parent energy companies, the English Court of Appeal has confirmed (by a majority of 2:1) that the parent company of the Shell Group owed no duty of care to approximately 42,500...more

Countdown to GDPR-Episode 1, Introduction to GDPR

by Thomas Fox on

Whether you are ready or not, the EU General Data Protection Regulation (GDPR) goes live on May 25, 2018. It will impact companies doing business in London as much as any other EU legislation. To help US companies prepare,...more

“Interpreting” The Code’s Plain Text

by Farrell Fritz, P.C. on

What Does It Mean? The Tax Cuts and Jobs Act[1] has now been in effect for fifty days. During this relatively brief period, many tax professionals have pored over the statutory language, as well as the Joint Explanatory...more

Debtors Beware: Social Media Knows Where Your Assets Are Buried

If there’s a golden rule for the online age we live in, it’s “Always assume anything you post online will be visible to all.” Just like the original Golden Rule, it’s a maxim ignored often enough to bear repeating and...more

Blog: What’s Happening With Proxy Access Fix-It Shareholder Proposals For This Proxy Season?

by Cooley LLP on

When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more

Foley’s 2017 Connected Cars & Autonomous Vehicles Survey - Part 2

by Foley & Lardner LLP on

This is part two of the review of our survey released in October 2017. The survey feedback suggests that many automotive and technology companies are already forging ahead despite the challenges. While most industry...more

Africa Focus: Spring 2018: Exiting African PE investments - While IPOs remain scarce, other promising exit strategies are gaining...

by White & Case LLP on

Historically, one of the key concerns of LPs regarding African private equity has been the number and quality of available exit routes. Illiquid domestic exchanges as well as political and foreign exchange risk have all...more

2018 Antitrust Outlook – Another Year Of Uncertainty

by Foley & Lardner LLP on

The antitrust outlook in the United States in 2018 continues to present uncertainty. Below, we look to identify some sources of that uncertainty and offer some predictions for industries, including the auto industry, for the...more

The LLC Equitable Buyout: Past, Present, Future

by Farrell Fritz, P.C. on

Under the right set of facts, New York courts occasionally find remedies for LLC owners not explicitly authorized in the Limited Liability Company Law (“LLC Law”). Judges have a natural inclination to try to find solutions...more

SEC Staff Announces 2018 OCIE Examination Priorities

by Proskauer Rose LLP on

Last week the staff of the Office of Compliance Inspections and Examinations (OCIE) of the SEC announced its 2018 examination priorities. The 2018 examination priorities include five thematic areas: (i) compliance and risks...more

Has Australia's Takeovers Panel Turned the "Tap" on to More "Association" Proceedings?

by Jones Day on

The Situation: A major shareholder of Tap Oil Limited, a company listed on ASX, gave notice of an intention to spill the board, to remove all but one of the current directors, through a general meeting of shareholders. The...more

Impacts of Tax Reform on a Company's Financial Statement

by Bryan Cave on

Recent tax legislation, generally referred to as the Tax Cuts and Jobs Act (the “Act”), will have a significant impact on financial statement reporting. The Act was signed into law on December 22, 2017, and the financial...more

Bitcoin Futures Trading Kicks Off; CFTC to Monitor Risk

CBOE Global Markets Inc. (CBOE) began trading CFTC-approved bitcoin futures on December 10th, and CME Group Inc. (CME) will begin trading them on December 18th. Bitcoin futures have generated significant attention as the...more

Delaware Court of Chancery Concludes That Company's Unaffected Trading Price Prior to Merger Is Fair Value for Purposes of...

On February 15, 2018, the Delaware Court of Chancery issued its post-trial decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., a statutory appraisal proceeding arising from Hewlett-Packard's 2015...more

New revised version of the X Principles of Corporate Governance of the Luxembourg Stock Exchange

by Dentons on

The Luxembourg Stock Exchange has issued a fourth revised version of the X Principles of Corporate Governance (the “X Principles”), to include a new Principle 9 on corporate social responsibility (CSR) and to integrate...more

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