Podcast: Illinois Tool Works Inc. & Subsidiaries v. Commissioner of Internal Revenue
The FAQs aim to clarify key aspects of the CSRD, including the scope of the rules, compliance dates, and exemptions. On 7 August 2024, the European Commission (Commission) published a set of frequently asked questions...more
Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that...more
Captive insurance companies are likely exempt from filing a Beneficial Ownership Information (BOI) Report under the insurance company exemption to the Corporate Transparency Act (CTA). Likewise, companies that are owned by...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
Separate corporate personality is not a loophole or technicality, but is an essential principle of corporate law, the Alberta Court of Appeal recently reiterated in Condominium Corporation No. 0828219 v Carrington Holdings...more
A Parisian interim judge dismissed a claim brought by several non-governmental organizations against one of the first companies—Total Energies—to be sued for alleged violation of the French duty of vigilance law....more
1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more
The arduous process of FCPA compliance requires risk teams to digest and cross-reference a morass of information – from internal data analysis to human representatives collecting interviews on the ground. Diligence failures...more
Update: As an update to our earlier post on the Commercial Division’s new corporate disclosure rule—Rule 35 of the Rules of Practice for the Commercial Division—the rule is now in effect. As of December 1, 2021, corporate...more
Recently, the Delaware Court of Chancery (the “Court”), expanded the potential liability of a parent company’s subsidiaries by allowing reverse veil-piercing in Manichaean Cap., LLC. v. Exela Techs., Inc., C.A. No....more
The UK Supreme Court has issued the latest in a series of landmark decisions on parent company liability under English law for claims alleging environmental damage and human rights abuses. In a unanimous reversal of the...more
A class action by 202,600 claimants arising from the collapse of the Fundão dam in Brazil was struck out as abuse of process. Background - In Município De Mariana & Ors v. BHP Group Plc & Anor (Rev 1), the largest group...more
It’s the time of year when we all gather around with our families and loved ones. It’s also a good time to remember that your company may have its own family. Forgetting about that family can spell trouble....more
Guernsey SPV not resident in the UK - In Development Securities plc and others v HMRC, the Upper Tribunal (UT) has overturned the prior discussion of the First-tier Tribunal (FTT) in favour of the taxpayer in an important...more
Mounting pressure on businesses to gain clarity on their social and environmental footprint will challenge corporate operations in 2019. New risks are present but there are also opportunities for companies willing actively to...more
The Return of Volatility - Directors will (perhaps unexpectedly) be expected to confront the strategic implications of economic, regulatory and legislative volatility, much as they were required to do in 2017. This...more
Proposed reforms for SME Growth Markets - On 24 May 2018, the Commission published a proposal for a regulation which seeks to make technical amendments to certain provisions of the Market Abuse Regulation and the...more
Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals...more
Shearman & Sterling advised the Frigoglass Group on its successful capital restructuring (the “Restructuring”), which included the use of an English scheme of arrangement....more