News & Analysis as of

Affiliates

Delaware Supreme Court Affirms Decision That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On December 18, 2017, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached...more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

No Company is an Island – Part 2: Joint Ventures and Affiliation

by Williams Mullen on

Last time on “No Company is an Island,” we addressed the ways that the traditional prime-subcontractor relationship can result in a determination that two teaming partners are affiliated and, as a result, not a small business...more

International Legislative Update - September/October 2017

by Jones Day on

Germany—Major German insolvency law reforms designed to facilitate corporate group insolvencies will become effective on April 21, 2018. When the reforms come into force, they will supplement and complement the Recast...more

SFC Obtains Disqualification and Court Orders Against Hanergy’s Former Chairman and Current Directors

by Latham & Watkins LLP on

The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more

High Court Unanimously Upholds ERISA Exemption For Church-Affiliated Pension Plans

by Dickinson Wright on

Advocate Health Care Network et al v. Stapleton et al, 581 U.S. __ (2017) - In one of the recent opinions rendered by the United States Supreme Court, it was found that pension plans maintained by religiously affiliated...more

Client Alert: North Carolina Court of Appeals Issues Important Opinion on Commercial Lease Guaranties

Is a personal guaranty a separate agreement from the underlying contract it guarantees? The North Carolina Court of Appeals recently considered this issue in Friday Investments, LLC v. Bally Total Fitness of the...more

Sears Canada Files for CCAA Protection: A Distressed Investor's Overview of US Bankruptcy and Canadian Insolvency Law

On June 22, Sears Canada Inc. ("Sears Canada") and certain affiliates1 (collectively, the "Sears Canada Group") sought and obtained insolvency protection under the Companies' Creditors Arrangement Act (CCAA) from the Ontario...more

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

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms 5-Year...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms Annual...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

Supreme Court Clarifies “Church Plan” Definition for ERISA Exemption Purposes

A recent U.S. Supreme Court decision in Advocate Health Care Network v. Stapleton implicates the benefit plans maintained by nonprofit entities affiliated with a church or religious organization, including many hospitals and...more

Church Plans Rejoice: The Supreme Court has Spoken

by Locke Lord LLP on

Over 30 lawsuits have been filed over the past several years alleging that defined benefit plans maintained by religiously-affiliated hospital systems are not entitled to church plan status under the Employee Retirement...more

Employee Benefit Plans For Principal-Purpose Organizations Need Not Be Established By A Church To Be Exempt From ERISA

by DeWitt Law, LLC on

In a ruling that could have cost nonprofit religious-affiliated employers millions of dollars in compliance and other costs had it gone the other way, on June 5, 2017, the U.S. Supreme Court held, in a unanimous opinion...more

Supreme Court Unanimously Extends the "Church Plan" ERISA Exemption to Plans Originally Established by Non-Church Affiliates

by Clark Hill PLC on

On June 5, 2017, the U.S. Supreme Court issued an 8-0 decision (with new Justice Gorsuch not participating as this case was argued and decided prior to his joining the Court) holding that qualified retirement plans maintained...more

ERISA ‘Church Plan’ Exemption Applies to Religiously Affiliated Hospital Plans

by McGuireWoods LLP on

In a victory for religiously affiliated hospitals sponsoring defined benefit (DB) plans, the U.S. Supreme Court ruled on June 5 that such plans need not have been originally established by churches to be exempt from ERISA....more

The United States Supreme Court Rules in Favor of Hospitals on “Church Plan” ERISA Exemption

The United States Supreme Court unanimously ruled in favor of religiously-affiliated hospitals and healthcare organizations in holding that a pension plan need not be established by a church in order to qualify for ERISA’s...more

EU27 Regulators Ordered to Hold Firm Line on UK Firms’ Post-Brexit Applications for Single Market Access

One likely impact of the decision of the United Kingdom (UK) to leave the European Union (EU) is that the UK’s financial services industry will lose automatic rights of access to the EU’s free trade area (the Single Market)...more

Supreme Court clarifies definition of ‘church plan’ under ERISA

by Thompson Coburn LLP on

The Supreme Court on June 5, 2017, unanimously held that a benefits plan administered by an entity that is associated with a church and has as its principal purpose the administration or funding of that plan is a “church...more

Church-Affiliated Employers Get Win As SCOTUS Clarifies ERISA Exemption

by Fisher Phillips on

In a unanimous 8-0 decision published today, the U.S. Supreme Court (SCOTUS) ruled that employee benefit plans sponsored by church-affiliated organizations will qualify for the “church plan” exemption under the Employee...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms New...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

For Purposes of a General Release Agreement, an “Affiliate” is not Defined by a Mere Contractual Relationship

by Low, Ball & Lynch on

Muhammad Iqbal v. Imran Ziadeh - COURT OF APPEAL, THIRD APPELLATE DISTRICT (March 24, 2017) - The issue in this case is whether plaintiff’s release in a previous case immunized defendant Imran Ziadeh (“Ziadeh”) against...more

Arbitration Clauses Extending to Non-Signatory Affiliates: Are They Enforceable?

A recent decision of the New Jersey Court of Appeals considered the enforceability of arbitration agreements by non-signatories. In Foti v. Toyota Motor Sales, U.S.A., Inc., the plaintiff filed a putative class action...more

SEC Issues Update for Advisers Relying on the Unibanco No-Action Letters

Recently, the staff (Staff) of the US Securities and Exchange Commission's (SEC) Division of Investment Management issued an information update (the "Information Update") for investment advisers registered under the...more

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