Navigating Russia Sanctions
Private Equity and Delaware Law – Part One
日本の音響制作会社のBloomZは最近、Nasdaqでそのケイマン諸島持株会社を上場しました。弊事務所は日本の事業会社のケイマン諸島持株会社によるIPOに従事しており、日本企業が香港またはNYSE/Nasdaqで上場する際にかかるケイマン諸島持株会社ストラクチャーを採用することがなぜ有益なのか、本稿でご説明したいと思います。...more
Having recently completed the listing on Nasdaq of BLOOMZ, the Cayman Islands incorporated holding company of a Japanese audio production company, and being currently engaged to act on a number of IPOs of Cayman Islands...more
The British Virgin Islands (the BVI), along with most other major offshore jurisdictions, has introduced “economic substance” requirements for entities carrying on certain specified activities. This economic substance regime...more
On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a notice of proposed rulemaking (NPR) that would expand the FDIC’s role under the Change in Bank Control Act of 1978 (CBCA). The NPR seeks, in part, to...more
In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more
The board of directors of the Federal Deposit Insurance Corporation (“FDIC”) recently proposed a rule change that would reassert its now-dormant authority to review changes in bank control involving bank holding companies....more
Real estate business owners face unique challenges that many business owners in other industries do not experience. The real estate market climbs and falls, contractor fees and material costs rise with inflation, and high...more
On June 27, 2024, in Matrix Parent, Inc., et al. v. Audax Management Company, et al., the Delaware Superior Court denied Audax’s motion to dismiss, allowing to proceed H.I.G. Capital’s fraud claims in connection with its...more
The growth of operational real estate (OpRE) is one of the most significant recent trends in global real estate markets. OpRE is relevant to a wide range of real estate asset classes and subsectors, and an increasing number...more
Count ’em: At the time A sued B for judicial dissolution of one of their several jointly owned companies, there are not one, not two, not three, but eight pending lawsuits between the two 50/50 business partners who first...more
Different hedge fund investors have different tax concerns that must be taken into account when structuring a hedge fund and its portfolio investments. Hedge fund investors generally fall into three categories:...more
In the current market, investors are increasingly considering their options in relation to the stressed and distressed credits in their portfolios. Whilst mindful of stakeholder relationships, secured lenders may, in some...more
In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more
Portugal has circa 10,3 million resident inhabitants and most of its population lives in sunny coastal areas. Important cities include the capital Lisbon, Porto (in the north), Coimbra (in the center), Faro (in southern...more
Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to...more
On Dec. 19, 2023, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comments on whether it should revise its policy on providing blanket authorizations under Section 203(a)(2) of the...more
With the Corporate Transparency Act (CTA) now in effect, it is crucial for privately held mid-sized and large companies to look into and re-examine their corporate structures to ensure compliance with the new law. While the...more
On January 8, 2024, in a decision that underscores the potential viability of fair-notice defenses to U.S. regulators’ rule interpretations, the U.S. Court of Appeals for the Fifth Circuit reversed a $6.5 million penalty...more
UK regulators have recently announced a number of reforms for banks and other financial institutions. - On 23 November 2023, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) (together,...more
With commercial property companies’ debt burdens reaching pre-2008 levels and warnings being issued this month by the European Central Bank, in this article we outline some of the key issues to be considered and steps which...more
Never content to be left out of the competition for wealth management of ultra-high-net-worth families from Singapore and Dubai, Hong Kong recently enacted a new tax concession regime (Inland Revenue (Amendment) (Tax...more
Policyholders purchase liability insurance expecting that, when they are sued, their defense will be paid for by their insurer. Because the key value of liability insurance is that it is really “litigation insurance,” courts...more
Court: Supreme Court of New York, New York County - Plaintiffs Michele Stuck and Jack Bannister, individually and as executors of the estate of Penelope Rigsby, brought an action against countless cosmetic manufacturers,...more
For businesses that are family-owned and run in jurisdictions such as Hong Kong, Mainland China and Taiwan, it is common for beneficial ownership and control of the business enterprise to be vested in the shareholders of a...more
Recent As described in more detail in our recent client bulletin, BVI companies are now required to prepare and file with their registered agent an “annual return” containing a basic balance sheet and income statement. ...more