News & Analysis as of

Subsidiaries

SEC Enforcement: Another Look At Last Fiscal Year

by Dorsey & Whitney LLP on

The SEC published its statistics for the last fiscal year in a glossy report centered on a discussion of the new retail/cyber focus of the Enforcement Division. Statistics are not the sole measure of success the agency...more

Financial Services Weekly News - November 2017 #2

by Goodwin on

Editor's Note - Change at the Fed. As expected, on November 2, President Trump nominated Jerome H. Powell to be Chairman of the Board of Governors of the Federal Reserve System (FRB) for a term of four years beginning...more

Delaware Supreme Court Affirms Delaware Court Of Chancery's Use Of Its Own DCF Method To Determine Fair Value After...

by Shearman & Sterling LLP on

On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders...more

Colorado Court of Appeals Rules Out-of-State Holding Company Cannot Be Forcibly Included in a Colorado Combined Return

by Morrison & Foerster LLP on

The Colorado Court of Appeals, affirming a decision of the Denver District Court, has held that the Colorado Department of Revenue cannot forcibly combine a corporation’s subsidiary, a holding company that derived its income...more

A Corporate Law Takeaway From Judge Nelson’s Ruling In The Talcum Powder Case

by Allen Matkins on

After a three week trial that included extensive expert testimony, a Los Angeles jury returned a $417 million verdict against Johnson & Johnson ($68 million non-economic and $340 million punitive damages) and its subsidiary...more

What Is In A Name – A LOT!

by Winthrop & Weinstine, P.A. on

The parent company of fashion giant Coach found out that there is a lot to a brand name. Coach’s strategic plan was to expand into a specialty retailer that would branch out beyond the COACH® brand. To accomplish this...more

Court of Appeal confirms jurisdiction over Zambia environmental damage claims against UK-domiciled parent and local subsidiary

by Dentons on

The Court of Appeal last week upheld jurisdiction over claims by Zambian citizens arising from discharges from a copper mine. In Lungowe & Ors v. Vedanta Resources Plc & Anor [2017] EWCA Civ 1528, Jackson, Simon and Asplin...more

International Legislative Update - September/October 2017

by Jones Day on

Germany—Major German insolvency law reforms designed to facilitate corporate group insolvencies will become effective on April 21, 2018. When the reforms come into force, they will supplement and complement the Recast...more

September 2017: Bankruptcy & Restructuring Litigation Update

Ninth Circuit Holds That a Shareholder Can Be Liable for an Actual Fraudulent Transfer When Its Wholly-Owned Corporation Transfers Assets Even Absent a Showing of Alter Ego. On July 11, 2017, the Ninth Circuit in DZ Bank AG...more

Common U.S. Tax Withholding and Reporting Errors with Respect to Certain RSUs

by Dorsey & Whitney LLP on

A Canadian company (the employer) historically has not issued equity-based awards to employees of its U.S. subsidiaries, but it now is considering doing so. Past posts have addressed potential U.S. income tax pitfalls and the...more

Finland: Supreme Administrative Court decides two transfer pricing cases involving intra-group services - key takeaways

by DLA Piper on

Finland's Supreme Administrative Court has published two new precedential decisions regarding transfer pricing rules, KHO:2017:145 and KHO:2017:146. Transfer pricing related rulings are in short supply in Finland and thus...more

IRS Resumes Issuing Transactional Spin-Off Rulings

by Proskauer - Tax Talks on

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

Update on The CFPB’s Enforcement Case against Ocwen Financial Corporation

by Nexsen Pruet, PLLC on

Ocwen Financial Corporation (Ocwen) is one of the country’s largest nonbank mortgage loan servicers, and it has had its hands full the last six months. On April 20, the Consumer Financial Protection Bureau (CFPB) filed an...more

ECJ judgment in Austria Asphalt smooths over a crack in EU merger control

by Dentons on

The creation of a joint venture from a company which was previously solely controlled by one parent is only subject to EU merger control where it is a "full function" joint venture. So ruled the European Court of Justice...more

Corporate Tax Residence: Another Chapter

Another Case on Corporate Tax Residence: Why Does It Matter? - Corporate tax residence is an area of enduring enquiry and focus for HM Revenue & Customs (HMRC) in the UK. Development Securities (No.9) vs. HMRC [2017]...more

A Second Broker-Dealer Settles SEC Allegations Over Improper Handling Of Pre-Released ADRs

by Shearman & Sterling LLP on

On August 18, 2017, the Securities and Exchange Commission (“SEC”) announced that broker-dealer Banca IMI Securities Corp. (“BISC”), an indirect, wholly-owned U.S. subsidiary of Italian bank Intesa Sanpaolo SpA, agreed to pay...more

Practical tips for maintaining a list of "registrable controllers' in Singapore: what Japanese companies should know (Japanese)

by Dentons on

Japanese companies, branches, and subsidiaries incorporated or registered in Singapore may face novel challenges when complying with the new requirement to maintain a register of "registrable controllers"....more

Practical tips for maintaining a list of "registrable controllers" in Singapore: what Japanese companies should know

by Dentons on

Japanese companies, branches, and subsidiaries incorporated or registered in Singapore may face novel challenges when complying with the new requirement to maintain a register of “registrable controllers”....more

Loans to U.S. Subsidiaries Should Be Carefully Structured and Documented to Obtain U.S. Tax Benefits

by Dorsey & Whitney LLP on

Canadian companies should carefully structure and document loans and advances to their U.S. subsidiaries. If loans to U.S. subsidiaries are not properly structured and documented, such loans may be recharacterized as equity...more

OFAC Fines American Honda for Foreign Subsidiary’s Business with Cuba

by Baker Donelson on

American Honda Finance Corporation (American Honda) has settled with the Office of Foreign Assets Control (OFAC) over potential civil liability for 13 violations of the Cuban Assets Control Regulations (CACR), which that...more

A Subsidiary Post

by Allen Matkins on

Not too long ago, I wrote about the Securities and Exchange Commission’s confusing classification of subsidiaries. See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since...more

Successful appeal against health and safety fine in the Court of Appeal

by Dentons on

Tata Steel UK recently secured a significant reduction of a health and safety fine by appealing the fine to the Court of Appeal. It is understood to be the first successful appeal by a large company of a Crown Court judge's...more

Eaton v. IRS: Tax Court determines IRS abused its discretion in cancelling two APAs

by DLA Piper on

The Tax Court in Eaton Corporation and Subsidiaries v. Commissioner, T.C. Memo, 2017-147 determined that the IRS abused its discretion in cancelling two unilateral advanced pricing agreements (APAs) covering the transfer of...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Northern District of California Partially Dismisses "Defeat Device" Claims Against Volkswagen For Failure to Plead Scienter

by Shearman & Sterling LLP on

On July 19, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California partially dismissed a putative class action against Volkswagen Aktiengesellschaf (“VW AG”), Volkswagen...more

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