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Foreign Corporations Corporate Counsel

Skadden, Arps, Slate, Meagher & Flom LLP

EU Court Upholds Commission’s Power To Demand Data Held by Foreign Companies

In Nuctech Warsaw (T-284/24), the EU Court of Justice held that EU subsidiaries can lawfully be required to provide access to email accounts and data held by their overseas parent company. The ruling involved the following...more

Davies Ward Phillips & Vineberg LLP

Canada Finally Enacts the Digital Services Tax (Maybe)

The new Digital Services Tax Act came into force with an order-in-council on June 28, 2024, imposing a 3% digital services tax (DST) on certain Canadian-source digital services revenue of large entities. The DST would first...more

Skadden, Arps, Slate, Meagher & Flom LLP

Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Continues To Increase and Spread in Europe

Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more

McDermott Will & Emery

IRS Announces New Compliance Initiatives to Collect More Corporate Tax Using Inflation Reduction Act Funds

McDermott Will & Emery on

On October 20, 2023, the Internal Revenue Service (IRS) announced new initiatives “to ensure large corporations pay taxes owed.” These initiatives leverage the substantial additional congressional funding that was given to...more

Constangy, Brooks, Smith & Prophete, LLP

EEOC makes significant updates to EEO-1 Report

The Equal Employment Opportunity Commission has required filing of the EEO-1 Report since 1966. Generally, all private employers with 100 or more employees must file the EEO-1 Report on an annual basis. Additionally, prime...more

Morgan Lewis

Update: Russia Adopts Law Removing ‘Unfriendly State’ Holding Companies from Shareholding in Certain Russian Companies

Morgan Lewis on

A new law signed by Russian President Vladimir Putin allows changing the shareholding structures of Russian economically significant organizations whereby parent companies from “unfriendly states” will be removed from the...more

Miller Canfield

Getting Sued in All the Wrong Places: Supreme Court Opens Door to Suits in Unrelated States

Miller Canfield on

Let’s say that your company is incorporated in Michigan, headquartered in Michigan, and does business there and in a dozen other states. One of your customers in Texas claims the products it purchased from you and that you...more

Wiley Rein LLP

New Minnesota Law Targets Citizens United; Other States Planning Similar Move

Wiley Rein LLP on

On May 5, Minnesota became the first state to enact legislation prohibiting “foreign-influenced” corporations from making political contributions and expenditures. But while supporters heralded the measure, critics charged...more

Allen Matkins

California Bill Would Require CEOs to Disavow "Foreign Influence"

Allen Matkins on

Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in...more

Allen Matkins

In This Case It May Have Been Better To Have Never Registered At All

Allen Matkins on

Section 2105 of the California Corporations Code prohibits a foreign corporation from transacting intrastate business in California without having first registered with the California Secretary of State.  A foreign...more

Allen Matkins

Less Cumbrous Conversions In Sight For California Corporations

Allen Matkins on

Conversions will soon be less cumbrous for California corporations.  Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more

A&O Shearman

New York Appellate Court Dismisses Breach Of Fiduciary Duty Claims Under Foreign Law, Clarifying That The Internal Affairs...

A&O Shearman on

On October 13, 2022, a five-judge panel of the Appellate Division of the New York State Supreme Court, First Department, unanimously reversed a trial court decision and dismissed a breach of fiduciary duty action brought by...more

Sands Anderson PC

Corporate Transparency Act: The Coming Federal Reporting Requirements for Smaller Businesses — Episode 3

Sands Anderson PC on

Episode 3 – Information Required to be Reported and Who is a “Beneficial Owner” - Episode 1 in our series outlined the purpose behind the Corporate Transparency Act (“CTA”) and Episode 2 described what constitutes a...more

Allen Matkins

When A Business Trust Might Also Be A Foreign Corporation

Allen Matkins on

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish.  It there fore may be no surprise that in California a business trust may be a foreign corporation.  Corporations...more

Sands Anderson PC

Corporate Transparency Act: The Coming Federal Reporting Requirements for Smaller Businesses — Episode 2

Sands Anderson PC on

Episode 2 – Reporting Companies and Exceptions - Episode 1 in our series outlined the purpose behind the Corporate Transparency Act (“CTA”) and provided an overview of the CTA and the most recent proposed regulations. This...more

Katten Muchin Rosenman LLP

UK Real Property Beneficial Ownership Register Progresses in England and Wales

On 1 August, a new Register of Overseas Entities under the Economic Crime (Transparency and Enforcement) Act 2022 came into force, requiring overseas entities that currently own land in the United Kingdom to register verified...more

Allen Matkins

Section 2115's Peculiar Consolidation Rule

Allen Matkins on

Section 2115 of the California Corporations Code famously purports to impose numerous provisions of the General Corporation Law on foreign corporations if two tests are met.  One of these tests, the so-called "business...more

Allen Matkins

Why No Change Is Not An Option

Allen Matkins on

California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met...more

Dechert LLP

Reforming France’s Anti-Corruption Laws: Times are Changing (Again!)

Dechert LLP on

Almost five years ago, France enacted its anti-corruption legislation, Sapin II. The law was considered ground-breaking at the time and introduced a number of important innovations, including the ability for companies to be...more

Goodwin

SEC and PCAOB Prepare to Implement the Holding Foreign Companies Accountable Act

Goodwin on

The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more

Allen Matkins

Another Example Of California Imposing Its Will On Foreign Corporations

Allen Matkins on

As has been discussed many times in this space, the California General Corporation law purports to govern foreign corporations in a number of respects.  One such provision is Section 208 of the Corporations Code which apples...more

Smith Gambrell Russell

New York’s Highest Court Limits Jurisdiction Over Foreign Companies

Smith Gambrell Russell on

Foreign companies wishing to do business in New York are generally familiar with the requirement that, under New York Business Corporation Law (the BCL), a foreign corporation must obtain authorization to do so. If such a...more

Allen Matkins

How To Determine Whether A Foreign Corporation Is A "Pseudo-Foreign" Corporation

Allen Matkins on

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met.  Cal. Corp. Code § 2115.  The first of these tests is determined by...more

WilmerHale

China Tightens Control Over Overseas Securities Listings in Name of Data Security

WilmerHale on

On July 6, the General Office of the Central Committee of China’s Communist Party and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities-related Activity in...more

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