Podcast: Illinois Tool Works Inc. & Subsidiaries v. Commissioner of Internal Revenue
FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
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
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
The UK Supreme Court issued its highly anticipated judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3 on 12 February 2021, following its findings in Vedanta Resources plc and another v Lungowe and...more
The UK Supreme Court has handed down its judgment in the case of Okpabi and others v Royal Dutch Shell Plc and another....more
The UK Supreme Court has issued the latest in a series of landmark decisions on parent company liability under English law for claims alleging environmental damage and human rights abuses. In a unanimous reversal of the...more
In HMRC v Development Securities, the Court of Appeal (the “CA”) has overruled the Upper Tribunal and agreed with the First-tier Tribunal that the relevant Jersey incorporated subsidiaries of a UK parent were resident in the...more
During a 2019 Tax Executives Institute conference in Washington, D.C., the Commissioner of the U.S. Internal Revenue Service (IRS), Charles Rettig, proclaimed, “[I am] not a commissioner who believes that the IRS loses...more
On August 28, 2019, Judge Garaufis of the United States District Court for the Eastern District of New York held that investors in a mining company, Africo Resources Ltd. (“Africo”), could seek restitution from a defendant...more
Yesterday's post concerned the application Section 2115 of the California Corporations Code to parent and subsidiary corporations. A foreign corporation that satisfies the business and shareholder tests of the statute will be...more
California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115. The first of these tests is a business test -...more
Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation". Having taken care to define these terms, however, the legislature...more
Tax structuring under the previous regime - Prior to the issuance of the final regulations described below, under Section 956 of the Internal Revenue Code of 1986 and its related Treasury Regulations, for U.S. tax...more
Since 2015, three cases have gradually been making their way through the English appeal courts: Lungowe v Vedanta Resources Plc; Okpabi v Royal Dutch Shell; and AAA & Ors v Unilever. To quote the Court of Appeal in...more
The Development: The European Court of Justice ("ECJ") ruled that parent companies and economic successors can be held liable for damages caused by a subsidiary or acquired company in cartel cases. This significantly broadens...more
On 10 April 2019, the Supreme Court in Vedanta Resources Plc v Lungowe, determined that a UK-domiciled parent company may owe a duty of care to third parties affected by operations of its foreign subsidiary....more
On 10 April 2019, the UK Supreme Court handed down its judgment in Vedanta Resources PLC and anor. v Lungowe and others [2019] UKSC 20; a long awaited decision on parent company liability and the jurisdiction of English...more
Mounting pressure on businesses to gain clarity on their social and environmental footprint will challenge corporate operations in 2019. New risks are present but there are also opportunities for companies willing actively to...more
The case of Lungowe and others v Vedanta Resources Plc and Konkola Copper Mines Plc has just been before the Supreme Court on the question of whether the courts of England and Wales should hear this overseas claim. In...more
Background On Oct. 31, 2018, the Internal Revenue Service issued proposed regulations under Section 956 of the Internal Revenue Code that will eliminate the adverse tax consequences when a U.S. parent corporation (i)...more
On October 31, 2018, the Internal Revenue Service (“IRS”) issued proposed regulations (the “Proposed Regulations”) which likely will facilitate (i) the making of loans by foreign corporate subsidiaries to a U.S. parent...more
On 4 July 2018, the Court of Appeal in the UK handed down its judgment in AAA and Others v Unilever PLC and Another [2018] EWCA Civ 1532, in which the claimants sued Unilever PLC (Unilever) in tort for acts of its subsidiary...more
A new IRS legal advice memorandum addresses a fact pattern that may become more common in the wake of Tax Reform—sale of intangible property from a controlled foreign corporation to its United States parent—and highlights the...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