News & Analysis as of

Acquisitions Parent Corporation

Dechert LLP

Finally, An Update on Outbound Investment

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Almost a year after President Biden signed an Executive Order to establish a U.S. outbound investment regime, the U.S. Department of the Treasury has published a Notice of Proposed Rulemaking (“NPRM”) on U.S. outbound...more

Allen Matkins

Nevada Supreme Court Rejects The "Uncontrollable Child" Theory Of Parent-Subsidiary Relationships

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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

Farrell Fritz, P.C.

Stop Blaming the Parents! – The Scope of Parental Liability for a Subsidiary’s Contract

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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 Kettering Cancer Ctr., v....more

Braumiller Law Group, PLLC

Hot Topics in International Trade - June 2023 - Driving You MAD - Customs Issues in Mergers Acquisitions & Divestitures

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 Company- When one...more

Miller Nash LLP

Today in Tax: Spin-off Structures in Mergers & Acquisitions

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Brief commentary on the past week’s cases, rulings, notices, and related federal tax guidance. Corporations Permitted to Rely on Public Shareholder Data to Confirm Qualification for Tax-Free Spin-off and Subsequent Merger...more

Allen Matkins

California's Myopic Definition Of "Subsidiary"

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Section 189 of the California General Corporation Law defines "subsidiary" as follows...more

K&L Gates LLP

Illumina: The Holy Grail of Issues for Certain Companies Considering a Spinoff

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Typical considerations of parent companies seeking to spin off a subsidiary company include increasing shareholder value, facilitating growth, presenting a clearer tax and operational profile to investors, and a host of other...more

Goodwin

UK Supreme Court Decision On Parent Company Liability For Actions Of Subsidiary

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In February 2021, the UK Supreme Court handed down its judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3. The decision clarifies the position in relation to the liability of UK parent companies...more

Latham & Watkins LLP

Jurisdictional issues in deals involving joint ventures: Review of the General Court judgment in HeidelbergCement and Schwenk...

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The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) confirms that when the true players behind the transaction are the parent...more

White & Case LLP

2019 Summer review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the first half of 2019 and their impact on M&A transactions. This review looks at these...more

Proskauer Rose LLP

UK Tax Round Up - June 2019

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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

Allen Matkins

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

Allen Matkins on

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more

White & Case LLP

2018 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more

Dorsey & Whitney LLP

Foreign Corrupt Practices Act Requires More Than a Policy

Dorsey & Whitney LLP on

The recent settlement agreement between Kinross Gold Company and the Securities and Exchange Commission is a reminder to Canadian cross-listed companies that it is not enough to adopt a parent-company level anti-corruption...more

Holland & Knight LLP

Should Your Bank Consider Eliminating Its Parent Bank Holding Company?

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• After the April 2017 announcement that Bank of the Ozarks in Little Rock, Ark., had decided to eliminate its bank holding company in favor of operating directly through its bank subsidiary, a number of banks have followed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of US Tax Reform on Mergers and Acquisitions: New Opportunities and Pitfalls

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Skadden, Arps, Slate, Meagher & Flom LLP

An In-Depth Look at the Impact of US Tax Reform on Mergers and Acquisitions

On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more

Burr & Forman

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms 5-Year...

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The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

Eversheds Sutherland (US) LLP

Only the Lonely: “Lonely” Life Insurance Companies Confront New Issues Under Proposed Debt-Equity Regulations

The rules of IRC § 1504 and Treas. Reg. § 1.1502-47 provide the general parameters for determining whether a domestic life insurance company (within the meaning of IRC § 816(a)) may join in filing a consolidated U.S. federal...more

Morris James LLP

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

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How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more

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