News & Analysis as of

Affiliates

SEC Proposes Amendments to Auditor Independence Rule to Address the “Loan Provision”

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) voted unanimously on May 2, 2018 to propose amendments to Rule 2-01(c)(1)(ii)(A) under Regulation S-X – the so-called “Loan Provision” (Proposal). Generally, the Loan...more

Longfin, Rule 144 and Affiliate Status

The United States District Court for the Southern District of New York recently issued an opinion granting a preliminary injunction with respect to alleged Section 5 violations by certain persons associated with ill-fated...more

Go west, young plan: Ninth Circuit becomes first US appeals court to hold that impaired consenting class requirement applies on...

by DLA Piper on

In Transwest Resort Properties, the Ninth Circuit recently became the first US circuit court of appeals to hold that, in seeking to confirm a chapter 11 plan of reorganization for multiple debtors, the plan proponent need...more

McDermott International Legal Highlights April 2018 - Japanese Version

by McDermott Will & Emery on

Nationalism and Cross-Border M&A: Navigating Populist Politics in Deal Making - More than half of the G20 countries voted-in campaigns that focused on harming foreign, outside interests as a means to strengthen domestic...more

McDermott International Legal Highlights April 2018

by McDermott Will & Emery on

Nationalism and Cross-Border M&A: Navigating Populist Politics in Deal Making - More than half of the G20 countries voted-in campaigns that focused on harming foreign, outside interests as a means to strengthen domestic...more

Canadian Derivatives: Registration Regime for Dealers and Advisers Gets Momentum

On April 19, 2018, the Canadian Securities Administrators (CSA) took a major step toward adopting a comprehensive regime for the regulation of those in the business of trading derivatives or advising on derivatives. The CSA...more

May 31 Is a Mandatory Filing Deadline For a Report to the U.S. Government No One Knows About. Welcome to Form BE-12.

by Miles & Stockbridge P.C. on

For a U.S. business enterprise that has or recently had 10% foreign ownership, May 31, 2018 is an important filing date. That Thursday is the general reporting deadline for submitting to the U.S. Department of Commerce,...more

Why would you be affiliated with that?

by Ary Rosenbaum on

As discussed in my newest book, “The Greatest 401(k) Book Sequel Ever”, I’m still amazed at my interaction with “renowned” ERISA fiduciary expert turned convicted thief Matt Hutcheson. It’s no a great episode in my career...more

Control Persons And Underwriter Status

by Allen Matkins on

Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged...more

Control of a Set-aside Entity

by Williams Mullen on

In this episode of GovCon Perspectives, Will Wozniak talks with Shayn Fernandez about what to do when passive investments raise questions of affiliation. Protestors often raise issues of affiliation in the form of size...more

Caution: Filing Multiple H-1B Petitions for the Same Employee May Lead to Denial

by Miles & Stockbridge P.C. on

Federal regulations prohibit “related entities” from filing more than one H-1B petition on behalf of a foreign national unless there is a legitimate business need to do so. This rule is designed to prevent H-1B petitioners...more

The BE-12 is Due May 31!

by K&L Gates LLP on

The 2017 Benchmark Survey of Foreign Direct Investment in the United States (the “BE-12”) must be filed with the Bureau of Economic Analysis (the “BEA”) by May 31, 2018. A response is required from entities subject to the...more

Fifth Circuit Affirms Dismissal With Prejudice Of Putative Class Action, Holding That General Allegations Against A Broad Group Of...

by Shearman & Sterling LLP on

On February 26, 2018, the United States Court of Appeals for the Fifth Circuit affirmed in a per curiam unpublished decision the dismissal of a putative securities class action against UBS AG and certain affiliated entities. ...more

Petition for Rulemaking Requests Standards of Conduct for Oil Pipelines

by Jackson Walker on

Airlines for America and the National Propane Gas Association (“Petitioners”) filed a Petition for Rulemaking on February 1, 2018, asking the Federal Energy Regulatory Commission (“FERC”) to extend its affiliate Standards of...more

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

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