News & Analysis as of

Foreign Subsidiaries

Corporate Criminal Liability – Perspectives from the US, UK and France

by Bryan Cave on

Shakespeare’s observation that the “past is prologue” certainly applies to corporate criminal liability in the UK and France, as these jurisdictions embrace with gusto corporate prosecutions akin to those pursued in the US...more

Transaction Highlights: Frigoglass Restructuring

by Shearman & Sterling LLP on

Shearman & Sterling advised the Frigoglass Group on its successful capital restructuring (the “Restructuring”), which included the use of an English scheme of arrangement....more

SEC Settles Financial Fraud Action – With Admissions In The U.K.

by Dorsey & Whitney LLP on

The Commission has settled one action in which admissions were required since Jay Clayton became Chairman. In resolving its most recent financial fraud action the agency did not require the settling parties to make admissions...more

IRS releases Notice 2018-26 - retroactively disregarding certain accounting method changes and entity classification elections

The Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-26, which provides guidance under section 965 of the Internal Revenue Code regarding the “transition tax.” Section 965 imposes a transition tax...more

New Sanctions on Russian Businessmen: Impact on Investment Funds

On April 6, 2018, the Office of Foreign Assets Control (OFAC) of the U.S. Treasury Department sanctioned a number of Russian businessmen and companies, as well as Russian government officials and two state-owned entities. The...more

Georgia passes legislation to provide deduction of GILTI from the state tax base

On March 21, 2018, the Georgia Legislature passed SB 328 (the Bill) to exclude IRC § 951A (GILTI ) from Georgia taxable income. The Bill treats GILTI as Subpart F income for purposes of the deduction under OCGA §...more

Illinois Confirms Treatment of Deemed Repatriated Foreign Earnings Provisions

by McDermott Will & Emery on

On Wednesday, the Illinois Department of Revenue (Department) issued additional guidance concerning its treatment of the new deemed repatriated foreign earnings provisions found in Internal Revenue Code Section 965, enacted...more

New Tax Law May Result in Additional Taxes for Certain US Persons who Directly or Indirectly Own Equity in a Foreign Corporation

by White & Case LLP on

The new federal tax rules (informally known as the Tax Cuts and Jobs Act ("TCJA")), signed into law on December 22, 2017, significantly expand the situations in which a foreign corporation will be treated as a "controlled...more

The Effect of Tax Reform on Financing Transactions: Thoroughly Review Your Company's Situation

by Foley & Lardner LLP on

In general, the effects of the new tax law should be very favorable to most corporate borrowers. Nevertheless, there may be situations where a corporate borrower benefits economically from a lower tax rate and other favorable...more

Brazilian Corporations and Limited Liability Companies Must Host Shareholders/Quotaholders Annual Meeting By The End Of April

UNITED STATES BUSINESS ENTITIES OWNING BRAZILIAN CORPORATIONS AND LIMITED LIABILITY COMPANIES MUST CAUSE THEIR BRAZILIAN SUBSIDIARIES TO PERFORM SHAREHOLDERS/ QUOTAHOLDERS ANNUAL MEETING BY THE END OF APRIL. All Brazilian...more

What Do You Think About…Deemed Repatriation?

by K&L Gates LLP on

The tax reform bill signed into law by President Trump on December 22, 2017, taxes U.S. shareholders on their share of the previously untaxed deferred income of foreign corporations. Known as “deemed repatriation,” this tax...more

U.S. Subsidiary Of Dutch Bank Pleads Guilty To Allegations That It Conspired To Obstruct OCC Examination Of AML Program

by Shearman & Sterling LLP on

On February 7, 2018, Dutch bank Rabobank’s U.S. subsidiary pleaded guilty to conspiring to impair, impede, and obstruct a review by the Office of the Comptroller of the Currency (“OCC”) of the bank’s anti-money laundering...more

Impact of Recent Tax Legislation on M&A Transactions

by Proskauer - Tax Talks on

This post outlines at a high-level certain provisions under the recently enacted 2017 tax legislation (Pub. L. 115-97, the “Tax Act”) that may affect M&A Transactions. Some of these rules are very complex, particularly in...more

Impact of US Tax Reform on Mergers and Acquisitions: New Opportunities and Pitfalls

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

An In-Depth Look at the Impact of US Tax Reform on Mergers and Acquisitions

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

The Effects of Tax Reform on Private Equity

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (TCJA), the most extensive overhaul of the United States tax regime in over thirty years. The new tax law will have a significant impact upon...more

Main Effects of U.S. Tax Reform on Foreign Taxpayers

by Holland & Knight LLP on

President Donald Trump signed the U.S. tax reform bill previously entitled the Tax Cuts and Jobs Act into law on December 22, 2017, enacting comprehensive U.S. tax reform with most provisions becoming effective starting on...more

Congress Releases Revised Conference Bill on Tax Reform - A Look at How It Compares with Earlier House and Senate Bills

by Holland & Knight LLP on

Congress released the "Tax Cuts and Jobs Act" on late Friday evening, Dec. 15, 2017. This version of the bill is the result of a conference committee process to marry the different bills previously passed by the U.S. House of...more

Distributor danger: OFAC case highlights sanctions liability for bad acts by distributors and foreign subsidiaries

by Kelley Drye & Warren LLP on

Many companies supply goods and services through third party distributors. When well-structured, the use of distributors can shift some of the cost and compliance risk of selling products outside of your home territory. But...more

Overseas Affiliate Not Subject to Title VII Jurisdiction

Employment laws and standards of conduct greatly vary from country to country. U.S. employees working overseas for their U.S. employer generally enjoy the same legal protections as if they were working at home. ...more

State Aid in Disguise?—EC Investigates UK Tax Regime

by Jones Day on

The Background: The European Commission has opened an in-depth investigation into a specific provision of the UK-controlled foreign company rules. The Issue: The Commission will investigate whether the UK's so-called Group...more

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

Deemed Dividends Under Proposed Tax Reform

by Miles & Stockbridge P.C. on

2017 tax reform efforts may alleviate adverse deemed dividend tax treatment of foreign subsidiary support for the obligations of U.S. parent companies. Present support is limited to the pledge of 66 ?rds of the stock in...more

State Income Tax Implications of Base Broadening Components of House and Senate Tax Reform Bills

by McDermott Will & Emery on

While there are differences between the House and Senate tax reform bills that remain to be worked out between the two chambers, both bills are positioned to broaden the tax base and reduce the tax rate. This article...more

Congressional Tax Reform Proposals: Businesses Will Need to Rethink Key Decisions

by Latham & Watkins LLP on

Potential legislation would significantly affect businesses across a variety of sectors. Key Points: ..US House and Senate have each passed comprehensive tax reform legislation. ..Proposals would alter fundamental...more

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