Pennsylvania AG Cracks Down on Telemarketing Calls
Pennsylvania AG Michelle Henry announced a settlement with New York-based Fluent LLC and its subsidiaries over allegations that they engaged in deceptive and misleading business practices by placing...
View ArticleDoing business in Italy 2023
This booklet has been written specifically for business individuals and whilst it may be of interest to their local advisers, such as lawyers or accountants, the information is intended for a wider...
View ArticleHot Topics in International Trade - June 2023 - Driving You MAD - Customs...
Let’s say you work in Customs Compliance at Shark Company. You learn that your company is purchasing Shrimp Company. Do you have any concerns? Will there be work to do? Yes, and yes! Buying Another...
View ArticleHong Kong Court Confirms Enforceability of Keepwell Deeds
Two recent landmark decisions provide valuable guidance on this commonly used form of credit enhancement. Keepwell deeds have in recent years grown into a common form of credit enhancement used by...
View ArticlePhantom Equity to the Rescue
A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the...
View ArticleNutter Bank Report: July 2023
The Federal Reserve has announced that its FedNowSM Service, a new interbank settlement service with clearing functionality to support instant payments, went live on July 20 with 35 early-adopting...
View ArticleRecent Decisions in the Ninth Circuit Highlight U.S. Litigation Risk in...
In Short - The Situation: In the last month, two courts in the Ninth Circuit allowed human rights focused cases to proceed beyond the pleading stage. These cases seek to impose liability on U.S.-based...
View ArticleFederal Bankruptcy Court Stays Envision Healthcare Litigation in California
Envision Healthcare Corp. and certain of its wholly owned subsidiaries (Envision) recently filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas...
View ArticleThe EU Foreign Subsidies Regulation: New Rules for All Companies Active in...
On 12 July 2023, the new EU Foreign Subsidies Regulation (“FSR”) started applying to all non-EU and EU companies and all sectors of the economy. FSR filled a regulatory gap which existed since 1958....
View Article[Hybrid Event] Lessons for Investors Following the Texas Supreme Court’s In...
In its In re First Reserve decision, the Texas Supreme Court addressed categories of corporate conduct that investors can engage in without incurring direct tort liability for incidents that occur on...
View ArticleWill the Acceptance of the Appeal in Purdue Pharma by the U.S. Supreme Court...
Now that the United States Supreme Court has agreed to expeditiously hear the U.S. Trustee’s appeal of the plan confirmation and settlement in Purdue Pharma, lawyers following the LTL Management LLC...
View ArticleTwo Sides of a Different Coin: Separating Businesses and Subsidiaries for...
A parent corporation is typically not held liable for the acts of a subsidiary. As such, disregarding the corporate form (i.e., by piercing the corporate veil) and holding the parent liable is an...
View ArticleSixth Circuit Does Not Permit Third-Party Releases in Equity Receiverships
The Sixth Circuit’s recent decision in Digital Media Solutions v. South Univ. of Ohio, 59 F.4th 772 (6th Cir. 2023) provides a cautionary tale about the limitations of federal equity receiverships as a...
View ArticleMunicípio de Mariana v BHP Group: the English High Court casts its...
In the High Court’s recent judgment in Município de Mariana & Ors v BHP Group (UK) Limited & Anor the Court found that England was “clearly the appropriate forum” to determine whether Vale SA,...
View ArticleDelaware Court of Chancery Rules Noncompetition Clause Unenforceable By...
In Frontline Techs. Parent, LLC v. Murphy (Aug. 23, 2023), the Delaware Court of Chancery rejected enforcement of former employees’ noncompetition restrictions because the agreement language did not...
View ArticleAnti-Boycott Restrictions Remain Relevant Today
Anti-boycott rules are one of the lesser raised issues across clients involved in international trade or in servicing those movements, but the issue does arise. The rules originated in the Export...
View ArticleImportant Information Regarding Corporate Transparency Act Which May Require...
A new regulation under the federal Corporate Transparency Act (“CTA”) will require disclosure of information about all corporations, limited liability companies and limited partnerships (unless exempt)...
View ArticleFederal Banking Agencies Propose Long-Term Debt Requirements for Large Banks
In Short: The Situation: The Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve System, and Federal Deposit Insurance Corporation (collectively, the "Agencies") have...
View ArticleDo as you're told - Hong Kong court orders uncooperative former director to...
The Hong Kong court has granted an order forcing an uncooperative former director of a Hong Kong listed company to ratify the appointment of a Hong Kong liquidator as the sole director of the...
View ArticleNonresident Owners Selling a Business with California Contacts? Be Wary of...
Clients frequently come to us while in the process of selling interests in California-based businesses. Clients who are not residents of California typically expect that they will not be subject to...
View ArticleSEC Enforcement Actions Against Public Companies and Subsidiaries Jump in FY...
Total monetary value of settlements fell to lowest level in last eight fiscal years. The U.S. Securities and Exchange Commission (SEC) filed 91 enforcement actions against public companies and...
View ArticleUse Tax Resale Exemption: Win at Missouri Supreme Court
States often dig in on issues where they shouldn’t, and we see that often in the sales and use tax context (as often as with other state taxes). The Missouri Director of Revenue incorrectly assessed...
View ArticleA Huge Win for the Economic Substance Doctrine
Liberty Global Inc. (“LGI”) avoided tax from the sale of a Belgian subsidiary by claiming a dividends received deduction for the entire amount of $2.6 billion in gain. The government challenged this...
View ArticleSEC Enforcement Activity: Public Companies and Subsidiaries—FY 2023 Key Trends
The SEC noted cooperation by 69% of public companies and subsidiaries that settled in FY 2023, the third highest of any fiscal year in the Securities Enforcement Empirical Database (SEED). Of the...
View ArticleSEC Enforcement Activity: Public Companies and Subsidiaries—FY 2023 Number of...
The number of actions filed by the SEC against public companies and subsidiaries climbed again in FY 2023 to 91 actions, a 34% increase over the prior fiscal year. These actions accounted for 18% of...
View ArticleCorporate Transparency Act FAQs
1. What Is the Corporate Transparency Act and Why Was It Enacted? Congress enacted the Corporate Transparency Act (CTA) on January 1, 2021, to address concerns that the inaccessibility of U.S....
View ArticleSEC Enforcement Activity: Public Companies and Subsidiaries—FY 2023 Executive...
SEC enforcement actions against public companies and subsidiaries rose again in FY 2023, with 91 new actions filed, the third highest of any fiscal year in SEED. Although filings increased, total...
View ArticleNasdaq Settles Iran Sanctions Violations for Pennies on the Dollar, Thanks to...
When it comes to OFAC sanctions violations, honesty is the best policy. Promptly and voluntarily disclosing violations upon their discovery can pay serious dividends....By: The Volkov Law Group
View ArticleChancery Finds Non-Compete Unenforceable by Subsidiaries Unless Identified in...
Frontline Techs. Parent, LLC v. Murphy, C.A. No. 2023-0546-LWW (Del. Ch. Aug. 23, 2023) - This non-compete decision reminds drafters to pay careful attention to scope and definitions, in particular...
View ArticleCox and Kings v. SAP India Pvt. Ltd. & Anr.: The Indian Supreme Court...
In December 2023, a five-judge bench of the Indian Supreme Court issued its much-awaited decision on the “group of companies” doctrine in Cox and Kings v. SAP India Pvt. Ltd. & Anr. (“Cox and...
View ArticleChancery Refuses to Enforce Nationwide Noncompete
Centurion Service Group, LLC v. Wilensky, C.A. No. 2023-0422-MTZ (Del. Ch. Aug. 31, 2023) - In Frontline Techs Parent LLC v. Murphy, C.A. 2023-0546-LWW (Del. Ch. Aug. 23, 2023), the Court of Chancery...
View ArticleNew Guidance on the Subsidiary Exemption Under the CTA’s Beneficial Ownership...
In the two weeks since the Corporate Transparency Act (CTA) went into effect (see our alert here), the Financial Crimes Enforcement Network (FinCEN) has published several Frequently Asked Questions...
View ArticleThe Corporate Transparency Act: FinCEN Clarifies the Subsidiary Rule Exemption
The Corporate Transparency Act (CTA) entered into force on Jan. 1, 2024. Under the beneficial ownership information reporting rule of the CTA, certain entities – such as corporations, limited liability...
View ArticleLatest FinCEN Guidance on the CTA Reporting Rules
On January 12, 2023, the Financial Crimes Enforcement Network (FinCEN) released additional updated guidance to the Beneficial Ownership Information Reporting Frequently Asked Questions regarding the...
View ArticleNavigating the Corporate Transparency Act Maze
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...
View ArticleThe Corporate Transparency Act - Subsidiary Exemption
The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024 (see our update and summary here). In the weeks since, the Financial Crimes Enforcement Network...
View ArticleThe Corporate Transparency Act: Are You Ready?
On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the...
View ArticleThe New EU Corporate Sustainability Reporting Directive: What Does It Mean...
The new EU Corporate Sustainability Reporting Directive (“CSRD”) is set to revolutionize ESG reporting for companies around the world. Certain large EU companies are already conducting double...
View ArticleUpdate (2): The NY LLC Transparency Act and Corporate Transparency Act’s...
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely...
View ArticleIs the Friendly PC at Risk? What Happens Next with Envision’s Litigation?
Almost two years ago, the American Academy of Emergency Medicine Physician Group (AAEM-PG) filed suit in the Superior Court of California against Envision Healthcare Corporation (Envision). The suit...
View ArticleThink Your Large Organization Is Exempt From the CTA? Think Again
Although large organizations are generally exempt from filing under the Corporate Transparency Act (CTA), companies must perform a careful analysis to determine whether they have reporting obligations...
View ArticleCan Legislative History Restore a Repealed IRC Provision?
Altria Group, Inc. v. United States, a federal income tax case pending in federal district court in Virginia, shows the importance of laying groundwork for litigation long before a complaint is filed....
View ArticleBIOSECURE Act aims to restrict funding and genetic data use by foreign...
The BIOSECURE Act (the “Act”), introduced by members of the House Select Committee on the Strategic Competition between the United States and the Chinese Communist Party (“House Select Committee on the...
View ArticleEstablishing a Business Entity in the Philippines (Updated)
I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic...
View ArticleDid you form an entity this year?! Is it exempt from reporting?! What...
The CTA is on everyone's minds now, because entities formed prior to January 1, 2024 only have until the end of the year to file their Beneficial Ownership Information Reports (BOIRs), and, more...
View ArticleStop Blaming the Parents! – The Scope of Parental Liability for a...
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan...
View ArticleCorporate Transparency Act: Understanding the “Large Operating Company”...
On Jan. 1, the new Corporate Transparency Act (“CTA”) came into effect and imposes reporting obligations on domestic and foreign entities that are within the scope of the definition of “reporting...
View ArticlePublic Safety Canada Updates Guidance on Forced and Child Labour Reporting
On March 5, 2024, Public Safety Canada made changes to the guidance on reporting requirements (“Guidance”) under the Fighting Against Forced Labour and Child Labour in Supply Chains Act, S.C. 2023, c....
View ArticleGetting over the starting line: How multi-entity organizational structures...
Chapter 15 of the Bankruptcy Code provides a valuable tool for non-US entities going through foreign insolvency proceedings when they have assets located in the United States. Chapter 15 can protect...
View ArticleWisdomTree Granted New York Limited Purpose Trust Company Charter
As federal regulation remains patchy, firms may want to consider a New York state charter as a potential avenue to expand digital asset offerings in a compliant manner. On March 22, 2024, WisdomTree,...
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