Results 1-10 of 12
21 December 2017
On December 20, 2017, Congress voted to enact the most sweeping US tax reform bill in decades. The Tax Cuts and Jobs Act will reduce business tax rates and revamp the US international tax system. While the President may not sign the Act until January 2018,...
17 October 2016
On October 13, 2016, the Treasury and the IRS issued regulations that make it harder for a non-US parent company with US subsidiaries to use intercompany debt to strip taxable earnings out of those subsidiaries.
21 July 2016
On July 14 and 15, 2016, the Treasury and the IRS issued new guidance on the requirements for tax-free corporate "spin-off" transactions. The guidance includes proposed regulations which would make it more difficult to successfully execute a tax-free...
6 April 2016
On Monday, April 4, 2016, the Treasury and the IRS issued temporary and proposed regulations which make it harder to successfully complete an inversion transaction, and to reduce an inverted US company's taxes through the use of intercompany debt.
23 November 2015
On Thursday, November 19, 2015, the Treasury and the IRS issued Notice 2015-79 (the "Notice"), which builds on previous attempts to make inversions harder to accomplish and to reduce the economic benefit of inverting. The guidance described in the...
24 September 2014
On Monday, September 22, 2014, the Treasury and IRS issued Notice 2014-52, which makes corporate inversions more difficult to accomplish and diminishes the economic benefit of inverting. The guidance described in the Notice will apply to inversions completed...
Delaware Supreme Court affirms that the business judgment rule applies to a going-private merger proposed by a controlling stockholder
19 March 2014
In Kahn v. M&F Worldwide, C.A. No. 6566 (Del. Mar. 14, 2014), the Delaware Supreme Court ruled for the first time that a going-private merger with a controlling stockholder is not always subject to the entire fairness standard (which is Delaware's most rigorous...
Delaware Court of Chancery provides guidance on standards of review and remedies applicable in controlling stockholder take-private transactions
10 March 2014
A recent decision of the Delaware Chancery Court, In re Orchard Enterprises, Inc. Stockholder Litigation, C.A. No. 7840-VCL (Del. Ch. Feb. 28, 2014), contains an extensive and helpful discussion of the law applicable to take-private transactions initiated by controlling...
27 June 2013
In the last three years, many Delaware corporations have adopted forum selection clauses – bylaw provisions that require that certain litigation implicating a corporation's internal affairs be litigated in Delaware – in an effort to address the costs of defending...
A Failure to Monitor: Delaware Court Refuses to Dismiss Loyalty Claims Against Outside Directors of Foreign Based Company
2 April 2013
On February 6 in In re Puda Coal, Inc. Stockholders Litig., Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery, in a bench ruling, declined to dismiss breach of loyalty claims brought by stockholders against the independent directors of a Delaware...