News & Analysis as of

Related Parties

Caution: Filing Multiple H-1B Petitions for the Same Employee May Lead to Denial

by Miles & Stockbridge P.C. on

Federal regulations prohibit “related entities” from filing more than one H-1B petition on behalf of a foreign national unless there is a legitimate business need to do so. This rule is designed to prevent H-1B petitioners...more

Finding No Credible Basis For Inferring Wrongdoing, Delaware Court Of Chancery Denies Demand for Books And Records Concerning...

by Shearman & Sterling LLP on

On December 5, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion for reargument concerning the Court’s rejection of a shareholder’s demand to inspect documents pertaining to alleged...more

Eleven Business Provisions to Watch in the House Tax Reform Bill

On November 2, 2017, Republicans in the House of Representatives released their long-anticipated tax reform bill (the “Bill”) which includes significant changes to the current U.S. federal income tax regime for businesses and...more

3 Steps FPI Directors Can Take to Oversee Related-Party Transactions

by Latham & Watkins LLP on

Developing a process for foreign private issuers to pursue frequently beneficial business opportunities. Investors and regulators in the current corporate governance environment have increased their focus on companies’...more

Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions

by Bennett Jones LLP on

Transactions between related parties may create material conflicts of interest between an issuer and its directors, officers and related parties. In particular, material conflicts of interest may arise in the context of...more

Treasury Gives Taxpayers Extra Year to Meet Related-Party Debt Documentation Requirements; Per Se Equity Rule Unchanged

by Latham & Watkins LLP on

The one-year postponement assists taxpayers that are developing compliance systems, amidst broader government review of the related-party debt regulations. On July 28, 2017, the US Department of the Treasury (Treasury) and...more

Related-Party Provisions Prevent Deduction by S Corp Shareholders - Tax Update Volume 2017, Issue 4

by Pepper Hamilton LLP on

Many routine transactions occur between related parties, including the payment or accrual of interest on indebtedness, license fees, salary or benefits to employees and/or shareholders, and trade invoices. The Tax Court...more

Proposed FCA Rules Extend Warmer Welcome to Sovereign-Controlled Companies

by Latham & Watkins LLP on

On 13 July 2017, the Financial Conduct Authority (FCA) proposed a relaxation of certain aspects of the premium listing segment for sovereign-controlled companies. The proposed new rules will create a new premium listing...more

Favorable Guidance from the New Jersey Tax Court on the ‘Unreasonable’ Exception to the Related-Party Intangible Expense Add-back

by McDermott Will & Emery on

In a recent decision, the New Jersey Tax Court provided some long-awaited guidance on the “unreasonable” exception to the state’s related-party intangible expense add-back provision. In BMC Software, Inc v. Div. of Taxation,...more

Unreasonable Compensation & The Family Business

by Farrell Fritz, P.C. on

“Add-Backs”- In the course of valuing a target business, a potential buyer will want to develop an accurate picture of the target’s earnings and cash flow. In doing so, the buyer will try to normalize those earnings by...more

IRS Announces Tax Audit Targets

Over the past several years, IRS has reduced the number of its tax auditors by about 25 percent – from just over 12,000 tax auditors in 2011 to about 9,000 tax auditors in 2015. This staffing reduction has forced IRS to focus...more

Reminder: N-PCL and EPTL Amendments To Go Into Effect May 27, 2017

Last year, we posted about amendments to the New York Not-for-Profit Corporation Law (the “NPCL”) and the New York Estates, Powers and Trusts Law (the “EPTL”). As we noted, the amendments were signed into law last year and...more

The IRS Targets Thirteen Issues in Its New Compliance Campaigns

by Ropes & Gray LLP on

On Tuesday, January 31, the IRS announced the rollout of thirteen initial compliance campaigns that will be undertaken by its Large Business and International Division (“LB&I”). These campaigns are part of a broader IRS...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

Three of the six actions filed this week by the Commission were against registered investment advisers. One involved the misappropriation of funds, another centered on the failure to disclose a related party transaction and a...more

Changes to the Shareholder Rights Directive

by Dentons on

The representatives of the EU Council and EU Parliament have agreed the text of a new EU Directive to strengthen shareholder engagement and increase transparency in listed companies in the EU/EEA....more

Singapore Legal Update - January 2017

by Allen & Overy LLP on

MAS Amends the Requirements for Related Party Transactions for Banks - On 21 November 2016, the MAS issued an amended Notice 643 to Banks on Transactions with Related Parties. It will take effect in two years, on 18...more

Cross-border licensing of intangible property: tax and legal issues in the life sciences sectors

by DLA Piper on

Success in the life sciences industry can depend on a company's ability to share knowledge and collaborate with strategic partners while simultaneously protecting from its competitors the valuable information on which its...more

New Related-Party Debt Rules Target Earnings Stripping

by Ropes & Gray LLP on

On October 13, 2016, the Treasury Department and Internal Revenue Service released Final and Temporary regulations under section 385 (the “Regulations”) that broadly impact the tax treatment of certain related-party debt...more

Urgent Captive Insurance Alert: IRS Lists 831(b) Micro-Captives as “Transaction of Interest”

by Tucker Arensberg, P.C. on

On November 1, 2016, via Notice 2016-66 (2017-47 IRB) (link to notice), the Treasury Department and IRS declared certain captive insurance transactions under Code section 831(b) as “transactions of interest.” Commonly...more

Louisiana DOR Proposed Unique - and Troubling - Addback Regulation

The Louisiana Department of Revenue proposed a new regulation expansively interpreting Louisiana’s recently enacted related party expense addback statute. La. Reg. vol. 42, no. 10, pg. 1767 (Oct. 20, 2016) (the Proposed...more

Treasury Issues Final and Temporary Regulations on Related-Party Debt Instruments

by Latham & Watkins LLP on

Seeking to curb “excessive” use of related-party debt, Treasury and IRS retain basic framework, but significantly narrow the scope, of the Proposed Regulations. On October 13, 2016, the US Department of the Treasury...more

Final and Temporary Debt-Equity Regulations Under Section 385 Implement Highly Favorable Changes

by BakerHostetler on

On Oct. 13, 2016, the U.S. Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final and temporary regulations under Section 385 governing the treatment of certain instruments as debt or equity...more

IRS issues final debt-equity rules

by Dentons on

On October 13, 2016, the US Internal Revenue Service (IRS) released final and temporary regulations that recharacterize certain debt between related corporations as stock. These "debt-equity" regulations generally adopt in...more

Highly-Anticipated Final Regulations on Related-Party Debt Instruments Issued

by Shearman & Sterling LLP on

On October 13, 2016, the US Department of the Treasury and the Internal Revenue Service released final and temporary regulations under section 385 of the Internal Revenue Code (the “Regulations”) that contain rules requiring...more

The Katten Kattwalk - Issue 10

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information....more

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