Anti-Tax Haven Measures to be Introduced in France
|
|
- Sherman Hilary Haynes
- 5 years ago
- Views:
Transcription
1 Anti-Tax Haven Measures to be Introduced in France Draft Legislation Would in Particular Impose a 50% Withholding Tax on Interest Paid in Uncooperative Jurisdictions. SUMMARY The Draft Amended Finance Bill (Projet de loi de finance rectificative pour 2009) provides that interest paid by a French tax resident outside France in jurisdictions that do not cooperate with France in respect of exchange of information would be subject to a 50% withholding tax. Such interests are currently exempt from any withholding tax under certain conditions. To date, the draft legislation does not include any grandfathering rule for loans or notes currently outstanding. It provides only for a deferred entry into force under certain conditions. In light of the gross-up provisions included in most existing loan agreements or note terms and conditions, the cost of the reform if any will effectively be borne by French borrowers or issuers. With respect to future borrowings, it is advisable that gross-up provisions as well as tax redemption clauses be modified to take into account the new legislation, if enacted. The bill also provides for the non-deductibility of interest paid to creditors established in uncooperative jurisdictions. Other anti-tax haven measures would also be enacted, as further described below. These measures are currently under discussion before the French Parliament and may be significantly amended. INTEREST PAID IN UNCOOPERATIVE JURISDICTIONS Pursuant to Section 125 A III of the French Tax Code ( FTC ), as such provision is currently applicable, interest paid by a French resident borrower to a non-french resident lender is in principle subject to an 18% withholding tax. However, Section 131 quater of the FTC provides for a very broad exemption, subject to certain conditions that are generally met by French borrowers. Such exemption also applies to lenders established in uncooperative jurisdictions. New York Washington, D.C. Los Angeles Palo Alto London Paris Frankfurt Tokyo Hong Kong Beijing Melbourne Sydney
2 Under the proposed draft legislation, the scope of the withholding tax provided by Section 125 A III of the FTC would be restricted to interest paid abroad in uncooperative jurisdictions, and the rate of taxation would be increased to 50%. Accordingly, the general exemption provided by Section 131 quater of the FTC would be abolished. Uncooperative jurisdictions would be defined as jurisdictions which (i) are not Member States of the European Union, (ii) are included in the OECD grey list with respect to exchange of information and (iii) have not signed a tax information exchange agreement with France. A list of such jurisdictions will be made public and updated annually by the French Ministry of Finance. In particular, jurisdictions that have not implemented a tax information exchange agreement with France in a manner satisfactory to the French tax authorities may be added to such list. In addition, Article 238 A of the FTC would be amended so that interest and other payments made to beneficiaries that are established in uncooperative jurisdictions where the corporate income tax is lower than half the French corporate income tax would be deductible only if the payer can prove that (i) the payment is arms length and that (ii) the purpose of such payment is not to transfer funds in an uncooperative jurisdiction. The French tax administration will have to provide some guidance on the application of such conditions. This new legislation would enter into force on January 1, 2011 for loan agreements executed and notes issued before January 1, 2010, and immediately for loan agreements executed or notes issued after January 1, The non-deductibility provision will enter into force on January 1, Further inclusion of jurisdictions onto the list would only enter into force on January 1 of the year following such inclusion. a. Uncertainty on the triggering event The proposed provision refers to interest paid outside France in an uncooperative jurisdiction, irrespective of the tax residence of the beneficiary. As a result, payments made to a beneficiary resident in an uncooperative jurisdiction would not be subject to withholding tax if made in a bank account in a cooperative jurisdiction. Current drafting creates uncertainties whenever the flow of funds from the French borrower to the creditor is channeled through multiple intermediaries such as paying agents: Under a first interpretation, the withholding tax would apply to payments made directly by the borrower in uncooperative jurisdictions. The 50% withholding tax would apply only to interest paid directly by the borrower on bank accounts opened in the books of financial institutions (or branches of financial institutions) established in uncooperative jurisdictions. Accordingly, payments made through a paying agent established in a cooperative jurisdiction would not be subject to withholding tax, even if the paying agent subsequently pays such interest to the creditor in an uncooperative jurisdiction; -2-
3 Under a second approach, the withholding tax would apply to payments made by the borrower or on its behalf by its agents in uncooperative jurisdictions. In particular, payments made by foreign paying agents on behalf of French issuers would be subject to withholding tax if made outside France in an account opened in the books of a financial institution established in an uncooperative jurisdiction. However, it should be noted that the effective flow of funds through clearing organizations such as Clearstream, Euroclear or DTC is beyond the control of the French borrower or its paying agent. Given the practical difficulties for all parties (including the French tax administration) to have access to the relevant information, one could hope that the French tax administration would retain the first approach described above. b. Impact on the legal documentation for future borrowings Most credit agreements and most terms and conditions of notes are currently structured as follows: A gross-up clause provides that holders subject to a withholding tax are entitled to additional amounts from the borrower to make them whole; and A tax redemption clause provides that the borrower may repay the notes/loan if it has to pay additional amounts. A solution for French borrowers would be (i) to exclude the new 50% withholding tax from the scope of gross-up clauses and (ii) to include a tax redemption right vis-à-vis the holders established in an uncooperative jurisdiction to the extent interest is not deductible in France. The legal documentation could provide for the borrower the right to redeem only the notes subject to such non-deductibility while current tax redemption clauses generally provide that the tax redemption applies to all, but not less than all, the notes. Other approaches may be considered, such as selling restrictions or the mandatory payment of interest on bank accounts booked in financial institutions established in cooperative jurisdictions. OTHER ANTI-TAX HAVEN MEASURES TO BE INTRODUCED A 50% withholding tax would be imposed on dividends paid in an uncooperative jurisdiction even if the holder is resident in France for tax purposes, as from March 1, 2010; The withholding tax on fees paid in remuneration for services to a person established in an uncooperative jurisdiction would be increased to 50% under certain conditions, as from March 1, 2010 (note that the criterion is not the payment in an uncooperative jurisdiction); Dividends received from subsidiaries established in uncooperative jurisdictions would be excluded from the benefit of the French participation exemption regime, as from January 1, 2011; French CFC rules provided for by Section 209 B of the FTC would be tightened for subsidiaries established in uncooperative jurisdictions as from January 1, The draft legislation also includes an important reform with respect to transfer pricing, under which French resident companies that are part of a group realizing a turnover exceeding 400 M would have to prepare and maintain transfer pricing documentation as from January 1,
4 LANGUAGE USED IN LOAN AGREEMENT/NOTES PROSPECTUS Under the Loi Toubon, French state-owned entities and public service entities are required to enter into agreements written in French, except for loan agreements and notes offering memorandums related to borrowings that are eligible to the withholding tax exemption provided for by Section 131 quater of the FTC. As the draft legislation contemplates to abolish Section 131 quater of the FTC, this exception will be repealed, so that certain issuers may subsequently be required to release offering memorandums and loan agreements in French. * * * Copyright Sullivan & Cromwell LLP
5 ABOUT SULLIVAN & CROMWELL LLP Sullivan & Cromwell LLP is a global law firm that advises on major domestic and cross-border M&A, finance and corporate transactions, significant litigation and corporate investigations, and complex regulatory, tax and estate planning matters. Founded in 1879, Sullivan & Cromwell LLP has more than 700 lawyers on four continents, with four offices in the U.S., including its headquarters in New York, three offices in Europe, two in Australia and three in Asia. CONTACTING SULLIVAN & CROMWELL LLP This publication is provided by Sullivan & Cromwell LLP as a service to clients and colleagues. The information contained in this publication should not be construed as legal advice. Questions regarding the matters discussed in this publication may be directed to any of our lawyers listed below, or to any other Sullivan & Cromwell LLP lawyer with whom you have consulted in the past on similar matters. If you have not received this publication directly from us, you may obtain a copy of any past or future related publications from Jennifer Rish ( ; rishj@sullcrom.com) or Alison Alifano ( ; alifanoa@sullcrom.com) in our New York office. CONTACTS Paris Gauthier Blanluet blanluetg@sullcrom.com Nicolas de Boynes deboynesn@sullcrom.com Nicolas Message messagen@sullcrom.com Pierre-Antoine Bachellerie bachelleriep@sullcrom.com -5- Paris: v3
IRS Finalizes Regulations Relating to Allocations of Partnership Items Involving Partners That Are Look-Through Entities
IRS Finalizes Regulations Relating to Allocations of Partnership Items Involving Partners That Are Look-Through Entities SUMMARY On May 19, 2008, the Internal Revenue Service issued final regulations on
More informationRegulated Investment Companies
IRS Extends Guidance on Stock Distributions to Publicly-Traded SUMMARY On January 7, 2009, the Internal Revenue Service issued Revenue Procedure 2009-15 which extends to publicly-traded regulated investment
More informationHouse and Senate Pass NOL Carryback Legislation
House and Senate Pass NOL Carryback Legislation Revenue Provisions of the Worker, Homeownership, and Business Assistance Act of 2009 Include Five-Year Carryback of Net Operating Losses, an Extension and
More informationReal Estate Investment Trusts
IRS Issues Temporary Guidance on Stock Distributions by Real Estate Investment Trusts SUMMARY On, the Internal Revenue Service issued Revenue Procedure 2008-68 which provides, on a temporary basis, that
More informationBona Fide Hedge Exemptions for Commodity Swap Dealers
Bona Fide Hedge Exemptions for Commodity Swap Dealers CFTC Issues Concept Release Seeking Comment on Whether to Eliminate the Bona Fide Hedge Exemption for Certain Swap Dealers and Create a New Exemption
More informationCorporate Reorganizations
IRS Finalizes Regulations on the Extent To Which Creditors of a Corporation Will Be Treated as Proprietors in Determining Whether Continuity of Interest Is Preserved in a Potential Reorganization SUMMARY
More informationTax Election to Treat Disposition of Stock of a Subsidiary as a Sale of Its Assets
Tax Election to Treat Disposition of Stock of a Subsidiary as a Sale of Its Assets Proposed Regulations Would Allow a Corporation to Treat Certain Dispositions of Stock of a Subsidiary as a Sale of Its
More informationUK Controlled Foreign Company Rules and Taxation of Non-UK Branches
UK Controlled Foreign Company Rules and Taxation of Non-UK Branches UK Government Announces Further Consultation on Changes to the Controlled Foreign Company Rules and the Taxation of Non-UK Branches of
More informationInternal Revenue Service Directive to Examiners on Equity Swaps
Internal Revenue Service Directive to Examiners on Equity Swaps The Internal Revenue Service Outlines its Approach for Examining Equity Swaps That May Have Been Executed to Avoid U.S. Withholding Tax SUMMARY
More informationUK Bank Levy. Rates and Update SUMMARY. December 13, 2010
Rates and Update SUMMARY In his Budget statement delivered on 22 June, 2010, the Chancellor of the Exchequer announced that the UK will introduce a tax based on banks balance sheets from 1 January, 2011,
More informationDepositary Receipts Program Payments
IRS Releases Chief Counsel Memorandum Applying Withholding Tax to Payments Made to a Non-U.S. Corporate Issuer Participating in a Sponsored American Depositary Receipts Program SUMMARY On December 17,
More informationProposed Dodd-Frank Section 943 Rules
SEC Proposes Disclosure Requirements Regarding Representations and Warranties in Asset-Backed Securities Offerings SUMMARY On October 4, 2010, the Securities and Exchange Commission proposed rules pursuant
More informationAmendments to the UK Bank Levy Regime and its Interaction with French and German Bank Levies
Amendments to the Regime and its Interaction with French and German Bank Levies SUMMARY In the UK Budget of June 2010, the Chancellor of the Exchequer announced a tax based on banks balance sheets, known
More informationReporting Requirements for Foreign Financial Accounts Including Foreign Hedge Funds and Private Equity Funds
Reporting Requirements for Foreign Financial Accounts Including Foreign Hedge Funds and Private IRS Releases Guidance Allowing Taxpayers Recently Learning of Filing Obligations Until September 23, 2009
More informationUK Enacts Finance Act 2010 Effecting 50% Tax on Bankers Bonuses
UK Enacts Finance Act 2010 Effecting 50% Tax on Bankers Bonuses UK Bank Payroll Tax on Certain Bonuses Paid by Financial Institutions: Final Legislation and Additional Developments SUMMARY In the UK Pre-Budget
More informationAgencies Promulgate Final Regulations on Internet Gambling
Agencies Promulgate Final Regulations on SUMMARY On November 12, 2008, the U.S. Treasury Department and the Federal Reserve Board jointly promulgated final regulations implementing certain provisions of
More informationCOBRADesk Same Day Clearance
FINRA Announces Optional Procedure for Same Day Clearance of Shelf Filings under Rule 5110 SUMMARY The FINRA Corporate Financing Department has created a Same Day Clearance Option that allows issuers and
More informationAuction Rate Preferred Stock
IRS Provides Guidance on Effect of Liquidity Facilities on Equity Character of Issued by Closed-End Regulated Investment Companies SUMMARY On June 13, 2008, the IRS issued Notice 2008-55, providing guidance
More informationCourt of Appeals Affirms NatWest Decisions
Court of Appeals Affirms NatWest Decisions United States Court of Appeals Affirms Decisions Holding Treas. Regs. 1.882-5 To Be Inconsistent with the 1975 U.S.-U.K. Tax Treaty SUMMARY In National Westminster
More informationMoney Market Fund Regulation
SEC Proposes Rule Amendments That Bring Money Market Funds Under Increased Regulation SUMMARY Money market funds depend on rule 2a-7 to value their assets in order to maintain a stable net asset value,
More informationNew York State Budget
2009-2010 Budget Bill Makes Important Changes to NYS Tax Laws SUMMARY The 2009-2010 New York State Budget Bill which was recently signed into law makes a number of changes to the New York State ( NYS )
More informationPresident Obama s Fiscal Year 2012 Revenue Proposals
President Obama s Fiscal Year 2012 Revenue Proposals Proposals Relating to International Taxation SUMMARY On February 14, 2011, the Obama Administration (the Administration ) released the General Explanations
More informationCreditability of Foreign Taxes
Treasury Issues Temporary Regulations on Certain Foreign Tax Credit Transactions SUMMARY On July 15, 2008, the Treasury Department issued temporary regulations (the Temporary Regulations ) intended to
More informationLegislation Affecting Energy Trading: Recent Developments
Legislation Affecting Energy Trading: Recent Developments The House fails to pass Rep. Peterson's Commodity Markets Transparency and Accountability Act of 2008," while the Senate considers Sen. Reid's
More informationProposed Treasury Exemption for Foreign Exchange Swaps and Forwards
Proposed Treasury Exemption for Foreign Exchange Swaps and Forwards Treasury proposes to exempt foreign exchange swaps and foreign exchange forwards from the definition of swap under the Commodity Exchange
More informationCommercial Mortgage Modifications
IRS Issues Guidance Permitting Certain Liens Securing Loans Held in Real Estate Mortgage Investment Conduits to Be Released SUMMARY On August 17, 2010, the Internal Revenue Service (the IRS ) issued Revenue
More informationSEC Exemptive Relief in Connection with Effective Date of Title VII of Dodd-Frank
SEC Exemptive Relief in Connection with Effective Date of Title VII of Dodd-Frank SEC Issues Interim Final Rules and Order to Provide Relief from Certain Provisions That Would Be Effective on July 16,
More informationProposed Rules Under the Investment Advisers Act
Proposed Rules Under the Investment Advisers Act SEC Proposes Rules to Implement Dodd-Frank Act Registration Requirements for Advisers to Private Funds; Registration Exemptions for Venture Capital Funds,
More informationProposed Dodd-Frank Section 945 Rules
SEC Proposes Requirements Regarding Review of Assets Underlying Asset-Backed Securities Offerings and Disclosure of Findings and Conclusions SUMMARY On October 13, 2010, the Securities and Exchange Commission
More informationEconomic Substance Doctrine: New Directive for IRS Examiners and Managers
Economic Substance Doctrine: New Directive for IRS Examiners and Managers LB&I Directive Sets Out Detailed Substantive and Procedural Standards for IRS Examiners to Follow This Provides Valuable Information
More informationCFTC Exemptive Relief Upon Effective Date of Title VII of Dodd-Frank
CFTC Exemptive Relief Upon Effective Date of Title VII of Dodd-Frank CFTC Issues Proposed Order to Provide Relief from Certain Provisions of Title VII That Would Be Effective on July 16, 2011 SUMMARY On
More informationFATCA: Postponed Deadlines
IRS and Treasury Department Propose "Phase-In" of FATCA Requirements SUMMARY On July 14, 2011, the Internal Revenue Service (the "IRS") and Treasury Department released Notice 2011-53 (the "Notice"), which
More informationReporting Requirements for Foreign Financial Accounts
Reporting Requirements for Foreign Financial Accounts Final FinCEN Regulations on Foreign Bank and Financial Account Reporting SUMMARY On February 23, 2011, the Financial Crimes Enforcement Network of
More informationIRS Acquiesces in Xilinx Decision but only for Pre-2003 Cases
IRS Acquiesces in Xilinx Decision but only for Pre-2003 Cases IRS Acquiesces in the Result (but Not the Reasoning) of Ninth Circuit Holding that Employee Stock Option Expenses Need Not Be Shared Among
More informationTax Reform Bill Proposes Significant Compensation Changes
Tax Reform Bill Proposes Significant Compensation Changes Tax Reform Proposal Would Eliminate Nonqualified Deferred Compensation, Limit Deductions for Payments to Highly Compensated Officers and Restrict
More informationJudicial Deference to the IRS
Supreme Court Holds that Chevron Deference Applies to Interpretive Treasury Regulations SUMMARY On January 11, 2011, the U.S. Supreme Court held, in Mayo Foundation for Medical Education and Research v.
More informationProposed Regulations Would Greatly Expand Reach of ERISA Fiduciary Exposure
Proposed Regulations Would Greatly Expand Reach of ERISA Fiduciary Exposure Adoption Would Extend ERISA s Prudence and Conflict of Interest Rules to Those Providing Investment Advice to Employee Benefit
More informationMoney Market Fund Regulation
SEC Approves Rule Amendments Affecting Money Market Funds SUMMARY The Securities and Exchange Commission has adopted various amendments to rule 2a-7 and other rules relating to money market funds under
More informationFailed Bank Acquisitions
FDIC Releases Revised Frequently Asked Questions on the Statement of Policy on Qualifications for SUMMARY On January 6, 2010, the Federal Deposit Insurance Corporation released Frequently Asked Questions
More informationMost of the provisions described below will be effective for tax years beginning after 2017.
Insurance Company Provisions SUMMARY On December 20, Congress voted to pass a comprehensive tax reform bill (the Act ), 1 and today, the President signed the Act into law. The Act represents the most significant
More informationCFTC Federal Register Notice
Request for Public Comment on Areas of Rulemaking Under Title VII of the Dodd-Frank Act SUMMARY On August 26, 2010, the Commodity Futures Trading Commission (CFTC) issued the attached Federal Register
More informationOngoing Uncertainty Regarding Entity Classification for UK Tax Purposes
Ongoing Uncertainty Regarding Entity Classification for UK Tax Purposes Swift v HMRC is a Delaware LLC tax transparent? SUMMARY The question as to whether a non-uk entity such as a Delaware limited liability
More informationPresident Obama s Fiscal Year 2012 Revenue Proposals
President Obama s Fiscal Year 2012 Revenue Proposals Proposals Relating to Individuals and Estate and Gift Taxation SUMMARY On February 14, 2011, the Obama Administration (the Administration ) released
More informationImplementing Workforce Reductions
Legal and Strategic Factors to Bear in Mind When Considering Reductions in Workforce Size to Adjust to Economic Conditions SUMMARY One of the many negative ramifications of the current economic crisis
More informationIRS Replaces Proposed Regulations on Disguised Sale Rules and Allocation of Partnership Liabilities
IRS Replaces Proposed Regulations on Disguised Sale Rules and Allocation of Partnership Liabilities The Proposed Regulations, if Adopted, Would Reverse Prior Temporary and Proposed Regulations, but Bottom-Dollar
More informationSecurity-Based Swap Execution Facilities
SEC Proposes Rules on Registration of Security-Based Swap Execution Facilities SUMMARY On February 2, 2011, the Securities and Exchange Commission (the SEC ) proposed Regulation SB SEF, 1 which sets forth
More informationProposed Assessment Rate Adjustment Guidelines for Large and Highly Complex Institutions
Proposed Assessment Rate Adjustment Guidelines for Large and Highly Complex Institutions FDIC Proposes New Assessment Rate Adjustment Guidelines for Large and Highly Complex Institutions in connection
More informationConflicts of Interest in Securitizations
SEC Proposes Rule under Section 621 of the Dodd-Frank Act to Prohibit Securitization Participants from Engaging in Transactions Involving Material Conflicts of Interest with ABS Investors SUMMARY On September
More informationIRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation
IRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation Notice 2018-68 Provides Guidance on the Application of the
More informationNoncontrolling Investments in Banking Organizations
Noncontrolling Investments in Banking Organizations Federal Reserve Liberalizes Policy on Certain Aspects of Permissible Noncontrolling Equity Investments; Does Not Address Certain Structural Issues for
More informationProposed Legislation Affecting Energy Trading
Proposed Legislation Affecting Energy Trading Proposed Legislation Responding to the Substantial Increase in the Price of Energy Commodities SUMMARY As a result of recent substantial increases in the price
More informationRegulatory Capital Requirements
UK Sets Out Proposed Tax Treatment of New Additional Tier 1 and New Tier 2 Regulatory Capital Instruments SUMMARY HM Revenue and Customs have published draft regulations (the Draft Regulations ) on the
More informationSEC Work Plan for Consideration of IFRS Adoption
SEC Work Plan for Consideration of IFRS Adoption SEC Publishes a Work Plan to Study Potential Adoption of IFRS for U.S. Issuers; Potential Transition to IFRS Delayed Until 2015-2016 SUMMARY The SEC has
More informationCFTC Hearings on Energy Markets
Hearings Focused on Current Application of Position Limits and Hedge Exemptions but CFTC Did Not Take Further Action SUMMARY The Commodity Futures Trading Commission (CFTC) recently concluded a series
More informationGerman and Austrian Merger Control
Joint Guidelines on the New Size-of-Transaction Tests SUMMARY On July 9, 2018, the German and the Austrian competition authorities published for the first time jointly jurisdictional merger control guidelines
More informationNew York State Paid Family Leave
Effective January 1, 2018, Employers Must Provide Most Employees up to Eight Weeks of Family Leave with Pay Equal to 50% of the Employee s Average Weekly Wage as Limited by a Statutory Cap SUMMARY Effective
More informationProposed Tax Extenders Legislation Would Limit Opco/Propco Spinoffs, Modify FIRPTA and Affect Treatment of REITs
Proposed Tax Extenders Legislation Would Limit Opco/Propco Spinoffs, Modify FIRPTA and Affect Proposed Legislation Would Limit Opco/Propco Spinoffs and Make Changes to Treatment of Some Foreign Investment
More informationFinal Regulations Ease Compliance with the Loss Trafficking Rules
Final Regulations Ease Compliance with the Loss Trafficking Rules IRS Finalizes Regulations Limiting the Application of the Section 382 Segregation Rules in Certain Circumstances SUMMARY Under Section
More informationClearing Exemption for Inter-Affiliate Swaps
CFTC Proposes Rule to Exempt Swaps between Certain Affiliated Entities from the Clearing Requirement under Dodd-Frank SUMMARY On August 16, 2012, the CFTC issued a proposed rule to exempt swaps between
More informationABS Shelf Eligibility Criteria
SEC Re-proposes Shelf Eligibility Criteria for Asset-Backed Securities SUMMARY On July 26, 2011, the Securities and Exchange Commission re-proposed eligibility criteria for shelf registration of asset-backed
More informationCorporate Expatriation Transactions
IRS and Treasury Issue Final Regulations on the Substantial Business Activities Exception to Section 7874 SUMMARY On June 3, 2015, the IRS and Treasury Department released final regulations (the Regulations
More informationHong Kong Rewrites Its Companies Ordinance
Hong Kong Rewrites its Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to enhance corporate governance, ensure better regulation, facilitate business and modernize its company law THE NEW COMPANIES
More informationRegulatory Capital Requirements
UK Enacts Tax Regime for New Additional Tier 1 and Tier 2 Regulatory Capital Instruments SUMMARY The UK Parliament has approved regulations setting out the tax treatment of Additional Tier 1 and Tier 2
More informationJANA Master Fund, Ltd. v. CNET Networks, Inc.
JANA Master Fund, Ltd. v. CNET Networks, Inc. Delaware Chancery Court Rules That Company's Advance Notice Bylaw Applies Only to 14a-8 Proposals, and Not Independently Financed Proxy Solicitations SUMMARY
More informationProposed Roadmap For IFRS Adoption
SEC Proposes a Roadmap that Could Lead to Mandatory Use of IFRS by U.S. Issuers Beginning in 2014-2016; Also Proposes Rules Permitting Early Use of IFRS by Certain U.S. Issuers SUMMARY The SEC has published
More informationFDIC Proposal on Compensation Programs
FDIC Authorizes Publication of Advance Notice of Proposed Rulemaking on Employee Compensation at Banking Organizations SUMMARY At the January 12, 2010 meeting, the Board of Directors of the Federal Deposit
More informationRecent CFTC Issuances
CFTC Issues Proposed Rules under the Dodd-Frank Act on the Prohibition of Market Manipulation and an Advance Notice of Proposed Rulemaking on the Prohibition of Disruptive Trading Practices SUMMARY On
More informationSpin-Off and Listing by Introduction of Feishang Anthracite Resources Limited
Spin-Off and Listing by Introduction of Feishang Anthracite Resources Limited Spin-Off by U.S.-Listed Companies via a Listing by Introduction on the Hong Kong Stock Exchange 1 SUMMARY China Natural Resources,
More informationU.S. Securities Litigation Against Non-U.S. Issuers by Non-U.S. Plaintiffs
U.S. Securities Litigation Against Non-U.S. Issuers by Non-U.S. Plaintiffs Second Circuit Appellate Court Tightens Rules Governing Foreign- Cubed Claims SUMMARY Over the past several years, U.S. plaintiffs
More informationImplementation of Title VII of Dodd-Frank
SEC Issues Proposed Rules to Mitigate Potential Conflicts of Interest in the Operation of Security-Based Swap Clearing Agencies, Security- Based Swap Execution Facilities and Security-Based Swap Exchanges
More informationInternational Tax Cooperation
UK Sets Out Its Priorities for the OECD Base Erosion and Profit Shifting (BEPS) Project SUMMARY The UK government has published a paper setting out in detail its position on the OECD s Action Plan on Base
More informationCompensation and Corporate Governance Disclosure and Proxy Solicitation
Compensation and Corporate Governance Disclosure and Proxy Solicitation SEC Publishes Proposed Rules to Expand Disclosure Regarding Compensation and Corporate Governance Matters and to Clarify Proxy Solicitation
More informationSwap Execution Facility Requirements
CFTC Proposes Rules for SUMMARY The Commodity Futures Trading Commission (the CFTC ) has proposed rules setting forth requirements for Swap Execution Facilities ( SEFs ). 1 SEFs are a new type of regulated
More informationAmendments to the New York Non-Profit Revitalization Act
Amendments to the New York Non-Profit Revitalization Act SUMMARY On November 28, 2016, Governor Cuomo signed into law Assembly Bill A10365B (the Amendment ), which amended the New York Not-for-Profit Corporation
More informationSEC Reopens Comment Period on Proposed Rules Regarding Security-Based Swaps
SEC Reopens Comment Period on Proposed Rules Regarding Security-Based Swaps SEC Reopens Comment Period and Requests Additional Comment on Previously Proposed Rules Regarding Capital, Margin and Collateral
More informationTax Reform and State and Local Taxation
Initial New York State Reactions SUMMARY Pursuant to the federal tax reform enacted in December 2017, 1 individuals are significantly limited in their ability to deduct state and local taxes. 2 As a result,
More informationCFTC Proposed Rule on Energy Markets Position Limits and Hedge Exemptions
CFTC Proposed Rule on Energy Markets Position Limits and Hedge Exemptions CFTC Adopts Proposed Rule During Public Meeting to Impose Speculative Position Limits on Energy Commodities and to Limit Hedge
More informationU.S. Tax Consequences of EU State Aid Recoupment
U.S. Tax Consequences of EU State Aid Recoupment IRS Issues Notice Treating Certain Payments of Prior-Year Foreign Taxes as Splitter Arrangements SUMMARY On September 15, the IRS and Treasury Department
More informationCorporate Expatriation Transactions
IRS and Treasury Issue Regulations on the Substantial Business Activities Exception and Finalize Regulations on Surrogate Foreign Corporations Under Section 7874 SUMMARY On June 7, 2012, the IRS and the
More informationFATCA: Updates and Coordinating Regulations
FATCA: Updates and Coordinating Regulations Treasury Releases Last Substantial Regulations Package Necessary to Implement FATCA SUMMARY On February 20, 2014, the IRS and the Treasury Department issued
More informationU.S. House of Representatives Passes Comprehensive OTC Derivatives Legislation
U.S. House of Representatives Passes Comprehensive OTC Derivatives Legislation House of Representatives Passes in H.R. 4173, the Wall Street Reform and Consumer Protection Act of 2009, Which Includes Compromise
More informationTax Extenders 2015 SUMMARY. December 21, 2015
New Legislation Extends Expiring Tax Provisions, Delays Taxes Imposed Under the Patient Protection and Affordable Care Act, and Enacts Revenue Raisers SUMMARY On December 18, 2015, President Obama signed
More informationNew Disclosure Requirement for Derivatives Over Basket Positions That Are Controlled by the Counterparty
July 9, 2015 New Disclosure Requirement for Derivatives Over Basket Positions That Are Controlled by the Counterparty Financial Institutions and Counterparties Must Retroactively Disclose Participation
More informationERISA Fiduciary Rule. Fifth Circuit Vacates New ERISA Fiduciary Rule SUMMARY BACKGROUND. March 19, 2018
Fifth Circuit Vacates New SUMMARY On March 15, 2018, the Court of Appeals for the Fifth Circuit vacated, in its entirety, a 2016 Department of Labor (the DOL ) package of regulations providing an expansive
More informationRisk-Based Bank Capital Guidelines
Federal Banking Agencies Seek Comment on Alternatives to Credit Ratings in Risk-Based Capital Guidelines SUMMARY On August 10, 2010, the Office of the Comptroller of the Currency, the Board of Governors
More informationSEC and CFTC Adopt Product Definitions Under Title VII of Dodd-Frank
SEC and CFTC Adopt Product Definitions Under Title VII of Dodd-Frank The SEC and CFTC Voted to Further Define Swap, Security-Based Swap, and Security-Based Swap Agreement and Finalize Related Requirements;
More informationFATCA International Agreements
US and UK Release Joint FATCA Intergovernmental Agreement SUMMARY On September 14, the US and UK governments announced that they had on September 12 signed an agreement (the UK Agreement ) to implement
More informationU.S. Tax Reform. Individual Taxation SUMMARY. January 8, 2018
Individual Taxation SUMMARY The Tax Cuts and Jobs Act of 2017 (the Act ), which was enacted into law last December, represents the most significant reform of the U.S. tax code in over 30 years. This memorandum
More informationISS Publishes Guidance on Pay-for- Performance Assessments and Updates to Governance Ratings System
ISS Publishes Guidance on Pay-for- Performance Assessments and Updates to Governance Ratings System Provides Additional Detail on Measuring Relative and Absolute Alignment Between CEO Pay and Total Shareholder
More informationBrexit: U.S. Agencies Facilitate Legacy Swap Transfers
Brexit: U.S. Agencies Facilitate Legacy Swap Transfers Under Interim Final Rule, Legacy Swaps Currently Exempt from the Swap Margin Rule Would Maintain Legacy Status If Transferred from U.K. Financial
More informationRecent Developments in New York State Tax Law Including Tax Provisions in the Recently Enacted Budget
Recent Developments in Law Including Tax Provisions in the Recently Enacted Budget SUMMARY On March 30, 2018, the New York State ( New York or State ) legislature passed the State Budget for Fiscal Year
More informationForeign Private Issuer Exemption from SEC Registration
SEC Proposes to Amend the Rule 12g3-2(b) Exemption SUMMARY On February 25, 2008, the Securities and Exchange Commission published proposed amendments to Rule 12g3-2(b), which provides an exemption from
More informationCFTC Proposes to Amend CCO Rules
CFTC Proposes Amendments to Chief Compliance Officer Duties and Annual Reports SUMMARY On May 3, 2017, the Commodity Futures Trading Commission (the CFTC ) announced proposed amendments to its rules governing
More informationJoint Committee on Taxation Releases Summary of Senate Finance Committee s Tax Reform Plan
Joint Committee on Taxation Releases Summary of Senate Finance Committee s Tax Reform Plan SUMMARY Late yesterday, the Joint Committee on Taxation published the Senate s proposal on tax reform (in the
More informationSEC Provides Relief to Security-Based Swap Dealers From Business Conduct Rules
SEC Provides Relief to Security-Based Swap Dealers From Business Conduct Rules Relief From Certain Documentation Requirements Under the SEC s Business Conduct Rules Would Apply for Five Years After the
More informationNYSE Corporate Governance Standards
SEC Publishes Proposed Changes to Update and Clarify NYSE Corporate Governance Standards SUMMARY The SEC has published for public comment proposed changes to the New York Stock Exchange corporate governance
More informationEmergency SEC Orders Concerning Short Sales
Emergency SEC Orders Concerning Short Sales SEC Takes Temporary Action to Prohibit Most Short Sales in Publicly Traded Shares of Certain Financial Firms and to Require Certain Institutional Investment
More informationDelaware Supreme Court Rejects Bad Faith Claim Against Lyondell Board
Delaware Supreme Court Rejects Bad Faith Claim Against Lyondell Board The Court Rejects a Claim that a Truncated Sale Process Run by an Independent Board Violated the Directors Duty to Act in Good Faith
More informationNew York s Highest Court Endorses Application of Separate Entity Rule to International Banks
New York s Highest Court Endorses Application of Separate Entity Rule to International Banks Landmark Ruling by Court of Appeals Confirms that Service of Asset Freeze Order on New York Branch of International
More informationCFTC Proposed Rules on Position Limits on Physical Commodity Derivatives
CFTC Proposed Rules on Position Limits on Physical Commodity Derivatives CFTC Adopts Proposed Rule during Public Meeting to Impose Position Limits on Futures and Swaps on Physical Commodities SUMMARY On
More information