News & Analysis as of

Arm's Length Principle

Miller Canfield

Amount Realized and Cost Basis in a Property Transaction With Hard-to-Value Property

Miller Canfield on

In Private Letter Ruling 202352011 (December 30, 2023), the taxpayer asked the IRS to determine the amount that it will realize in a property transaction. The taxpayer will receive the property in an arm’s length exchange...more

Morgan Lewis

Delaware Bankruptcy Court Ruling on $7.2B Claim Affects Fraudulent Transfer Defense, Valuation Litigation

Morgan Lewis on

In a decision likely to have a knock-on effect for future fraudulent transfer defense and valuation litigation, the Delaware bankruptcy court recently ruled that the price agreed in the sale of an oil and gas company closed...more

Hogan Lovells

Applying an arm’s length comparator to intra-group debt: the role of third-party covenants

Hogan Lovells on

When applying the UK’s transfer pricing rules to compare an intra-group loan to the hypothetical arm’s length transaction that an independent third-party lender would have agreed to, there is no scope to read in covenants...more

Skadden, Arps, Slate, Meagher & Flom LLP

Arm's Length Principle Vs. Implicit Support: What's the Way Forward?

In episode two of "GILTI Conscience," tax partners Nate Carden and David Farhat talk with economist Bram Isgur of Keystone Strategy about the transfer pricing implications for intercompany loans and guarantees. "The stakes...more

White & Case LLP

VPN Appeal: When arm's length value needs to look at the market in which participants deal

White & Case LLP on

On 21 October 2020, the Full Federal Court of Australia (Logan, Colvin and Thawley JJ) handed down its appeal decision in the case of Victoria Power Networks Pty Ltd v Commissioner of Taxation [2020] FCAFC 169. This case was...more

Kidon IP

Outsourced Manufacturing and Trade Secrets: Transaction Structure & Contract (Part 6)

Kidon IP on

Transaction Structure - Once the company selects a potential outsourced manufacturing partner, it should design a transaction structure that reinforces its commercial expectations and the manufacturer’s contractual...more

Downs Rachlin Martin PLLC

Vermont Court Rules That Commercial Landlord Cannot Be Liable for Injury to Retail Tenant’s Invitee Involving Tenant’s Operations...

In Mowrey v. Eagle Rutland, LLC, et al., Vt. Super. Ct., Docket No. 284-5-18 Rdcv (Aug. 5, 2020), the court held that a non-possessory, arms-length commercial landlord that leased the premises to a supermarket could not be...more

Smith Anderson

Deal Price is King in Appraisal Rights Actions in North Carolina Where Merger Process Bears “Objective Indicia of Fairness”

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In the first trial of its kind in North Carolina, the North Carolina Business Court has determined the fair value of dissenters’ shares in a large, publicly-traded company under the North Carolina Appraisal Rights statute,...more

McDermott Will & Emery

Close Scrutiny for Class Settlements Where Plaintiff Attorneys Take Lion’s Share

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Two recent US antitrust class action settlements drew additional scrutiny from federal judges, showing that the allocation of settlement funds between a proposed class and their attorneys will be carefully reviewed for...more

Proskauer Rose LLP

UK Tax Round Up - October 2019

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UK Case Law Developments - Reliance on HMRC's manual statement can, but didn't, give rise to legitimate expectation - In the recent judicial review case of Roao Aozora GMAC Investment Ltd v HMRC, the Court of Appeal...more

Skadden, Arps, Slate, Meagher & Flom LLP

EU General Court Rules on Starbucks and Fiat State Aid Cases

On September 24, 2019, the EU General Court (General Court) issued its long-awaited judgments in relation to the appeals brought against two European Commission (EC) decisions of 2015 concluding that tax rulings granted by...more

Cadwalader, Wickersham & Taft LLP

M&A Update: The Delaware Supreme Court’s Decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.- Calculating Fair...

In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

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In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

White & Case LLP on

In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Court Rules in BlackRock’s Favor in Excessive Fee Trial, One of Largest Mutual Fund Cases Ever

Following an eight-day bench trial, Judge Freda L. Wolfson of the U.S. District Court for the District of New Jersey ruled in favor of certain subsidiaries of BlackRock, Inc. on $1.55 billion in claims brought under Section...more

Baker Donelson

HHS Proposes Removing Anti-Kickback Safe Harbor Protection for PBM Rebates, Proposes Two New Safe Harbors

Baker Donelson on

On January 31, the Department of Health and Human Services (HHS) and HHS Office of Inspector General (OIG) issued for public display a proposed regulation that would subject certain pharmaceutical manufacturer rebates paid to...more

Morgan Lewis

Ninth Circuit Panel Upends Arm’s Length Standard in Cost Sharing

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July 24, 2018, marked a significant, although potentially short-lived, victory for the Internal Revenue Service (IRS), as a panel of the US Court of Appeals for the Ninth Circuit reversed by 2 votes to 1, the full US Tax...more

Eversheds Sutherland (US) LLP

Share and share alike - the Ninth Circuit upholds regulations on stock-based compensation costs in cost-sharing arrangements

On July 24, 2018, the US Court of Appeals for the Ninth Circuit in Altera Corporation v. Commissioner overturned a unanimous decision by the Tax Court invalidating Treas. Reg. § 1.482-7A(d)(2), which provides that a...more

Patterson Belknap Webb & Tyler LLP

Second Department Finds Commercial Tenants Can Waive Their Right to a Yellowstone Injunction

On January 31, 2018, the Appellate Division, Second Department affirmed, in a 3-1 decision, the Kings County Supreme Court Commercial Division’s decision, denying 159 MP Corp. and 240 Bedford Ave Realty Holding Corp.’s...more

King & Spalding

Amazon and Apple Issued Rulings from the European Commission

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The EC concludes that Luxembourg provided illegal tax benefits to Amazon of €250 million and refers Ireland to the European Court for failure to recover illegal tax benefits from Apple of €13 billion - On 4 October 2017,...more

Winstead PC

Court Holds That Fiduciary Duties Did Not Arise In A Licensing Transaction

Winstead PC on

In Jacked Up, LLC v. Sara Lee Corp., Jacked Up entered into a licensing agreement whereby Sara Lee would produce and sell energy drinks developed by Jacked Up. No. 15-11019, 2017 U.S. App. LEXIS 7311 (5th Cir. April 25,...more

K&L Gates LLP

Implications of the Chevron Case on the Pharmaceutical Industry

K&L Gates LLP on

In recent years, the Australian Taxation Office (ATO) has focused much energy in the transfer pricing arena, firstly due to the issue becoming part of the OECD's ongoing investigation into international tax practices and...more

Akin Gump Strauss Hauer & Feld LLP

D. Mass. Holds That Parties to an Arm’s-Length Negotiation Have Enough Common Interest to Maintain Privilege

During IP license negotiations, prudent negotiators will often avoid sharing privileged information about the IP to avoid waiving the attorney-client privilege. But in a recent District of Massachusetts case, the court upheld...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Can Mutual Fund Boards and Advisers Learn From the AXA Trial Ruling?

In the first trial of a recent wave of cases under Section 36(b) of the Investment Company Act, Judge Peter G. Sheridan of the U.S. District Court for the District of New Jersey ruled in favor of the defendant-adviser,...more

Winstead PC

Court Dismisses Fiduciary Claim Between Mortgagor and Mortgagee

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In Fornesa v. HSBC Bank USA, N.A., plaintiff sought a damage award against a defendant mortgagor for compensatory and punitive damages, based on alleged predatory lending practices. 2016 Bankr. LEXIS 2011 (S.D. Tex. May 13,...more

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