Podcast: Illinois Tool Works Inc. & Subsidiaries v. Commissioner of Internal Revenue
A recent court ruling in the Shalam Packaging Products Group case addressed claims made by the Netanya tax assessor. The assessor argued the group executed a restructuring solely to reduce its tax liabilities by offsetting...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
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
When debt restructuring discussions are at an impasse and the reservoir of goodwill between the parties has run dry, stakeholders face difficult choices. For a lender, one of the most powerful tools available is the exercise...more
Emerging companies formed outside the United States may want to redomicile their businesses to the United States to, among other things, enhance their fundraising prospects. U.S. venture capital investors often require...more
Constructive Transfers- It is axiomatic that the tax treatment of interactions between a closely held business and its owners will generally be subject to heightened scrutiny by the IRS, and that the labels attached to such...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
Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more
In a July 21, 2021 decision, the Supreme Court of Pennsylvania examined whether Pennsylvania recognizes the doctrine variously referred to as the “single-entity,” “enterprise,” or “horizontal liability” theory. Under that...more
A familiar fact pattern: ParentCo is the owner and controlling shareholder of SubCo. ParentCo completely controls SubCo. The two companies have the same officers, issue consolidated financial returns, and the profits and...more
The Break-Up- After a tense period of disagreement and stalemate, the threaten of litigation, the ensuing economic and emotional stress, Client and their former fellow-shareholder (“Departing”) – and onetime friend, before...more
Personal Jurisdiction Based on Knowledge of Texas Port of Call and Lack of Objection Even Where Ship Operator Had No Other Texas Contacts or Control Over Destination Carmona v. LEO Ship Management, Inc., US Court of Appeals...more
Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more
The proposed regulations, released October 31, 2018, generally provide tax-free treatment to a U.S. corporate parent of a controlled foreign corporate subsidiary ("CFC") for deemed dividends triggered when the CFC provides...more
Last week, we considered the proper tax treatment for a transfer of funds from a parent corporation to its foreign subsidiary. The parent had argued, unsuccessfully, that the transfer represented the payment of a deductible...more
In City of North Miami Beach Gen. Employees’ Ret. Plan v. Dr Pepper Snapple Group, Inc., C.A. No. 2018-0227-AGB, 2018 WL 2473150 (Del. Ch. June 1, 2018), the Delaware Court of Chancery (Bouchard, C.) denied stockholders of Dr...more
The ability of stockholders to seek and recover statutory appraisal of the value of their shares when dissenting from the consideration offered in a merger transaction has been restrained by recent amendments to the Delaware...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
Today, the Republicans in the U.S. House of Representatives released their long-anticipated tax reform bill, entitled the “Tax Cuts and Jobs Act”. While there have been multiple statements from the Republican majority in the...more
The EU has taken aim at fraudulent or abusive forum shopping in the Recast Insolvency Regulation, acknowledging the potential for misuse by debtors seeking to take advantage of more flexible insolvency processes available in...more
International human rights laws and norms are increasingly playing a role in shaping how energy companies conduct their business all over the world. Shareholders increasingly demand compliance with human rights norms;...more
On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52 (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off”...more