Regulated Investment Companies
|
|
- Jasper Harrison
- 6 years ago
- Views:
Transcription
1 IRS Extends Guidance on Stock Distributions to Publicly-Traded SUMMARY On January 7, 2009, the Internal Revenue Service issued Revenue Procedure which extends to publicly-traded regulated investment companies ( RICs ) the temporary guidance in Revenue Procedure issued for real estate investment trusts ( REITs ) regarding the treatment of distributions consisting of part cash and part stock. Revenue Procedure provides that certain stock distributions made by RICs will be treated as taxable distributions for the purpose of determining both (1) the treatment of a RIC s shareholders and (2) the dividends-paid deduction of the RIC and whether it meets the distribution requirement for RIC qualification. 1 This rule is intended to permit publicly-traded RICs to limit cash distributions in order to maintain liquidity during the current financial situation. The rule does not apply to open-end RICs, shares in which are not publicly traded. Specifically, distributions of stock made by a RIC will be treated as distributions under Section 301 of the Internal Revenue Code (the Code ) if, among other requirements, (1) the RIC is publicly-traded on an established securities market in the United States; (2) the distribution is declared with respect to a taxable year ending before January 1, 2010; (3) the distribution permits shareholders to elect the receipt of either cash or stock subject to a cap (the Cash Limitation ) that limits the total amount of cash equal to ten percent or more of the declared distribution; and (4) the amount of stock that is distributed to a shareholder that receives stock in lieu of cash must be determined using a formula that equates the value of the stock received with the amount of cash that would otherwise be payable. If the Cash Limitation prevents a shareholder that elects a cash distribution from receiving the entire distribution in cash, the amount of cash must be prorated among electing shareholders so that no electing shareholder receives less than ten percent of that shareholder s total entitlement. New York Washington, D.C. Los Angeles Palo Alto London Paris Frankfurt Tokyo Hong Kong Beijing Melbourne Sydney
2 BACKGROUND Under Section 852(a)(1) of the Code, a RIC must generally distribute at least 90% of its investment company taxable income to shareholders. A RIC that fails to meet this requirement will not be entitled to a dividends-paid deduction and thus may become subject to entity-level taxation. In the current economic environment, however, many RICs are experiencing cash-flow challenges and may seek to fulfill the distribution requirement with a distribution that in part consists of stock, rather than a distribution made entirely in cash. Although under Section 305(a) of the Code, gross income of a shareholder does not generally include distributions of stock made by a corporation to its shareholders, an exception in Section 305(b)(1) of the Code treats a distribution, made in stock, as taxable if the distribution may at the election of any shareholder be paid in stock or cash. 2 Under applicable Treasury Regulations, 3 if any shareholder may elect whether a distribution is made in cash or, alternatively, in stock or other securities of the corporation, that distribution is treated as a taxable distribution of property and a dividend to the extent paid out of the earnings and profits of the corporation. 4 THE REVENUE PROCEDURE Revenue Procedure provides that the Internal Revenue Service will treat stock distributions made by RICs as distributions to which Section 301 of the Code applies because of Section 305(b), provided that certain requirements are met. It is effective with respect to dividends made in respect of a taxable year ending on or before December 31, 2009 which are declared on or after January 1, To qualify under the Revenue Procedure: The distribution must be made by a RIC to its shareholders and with respect to its stock; Stock of the RIC paying the distribution must be publicly traded on an established securities market in the U.S.; The distribution must be declared on or after January 1, 2008 with respect to a taxable year that ends before January 1, 2010; Subject to the Cash Limitation, each shareholder must be entitled to receive its entire distribution in either cash or stock; The Cash Limitation may not limit the total amount of cash that may be paid to less than ten percent of the aggregate, declared distribution; If the aggregate cash amount is oversubscribed (i.e., limited by the Cash Limitation), each shareholder must receive a pro rata amount of cash that corresponds to its relative entitlement and is at least ten percent of its total entitlement; The number of shares that are received by any shareholder receiving property must be determined, as close as practicable to the payment date, 5 using a formula that equates the market value of the shares distributed with the cash that would otherwise be paid; and In the event an automatic dividend reinvestment plan (a DRIP ) is in effect with respect to a shareholder, the DRIP must apply only to the extent that, without the DRIP being in effect, that shareholder would have received a cash distribution. 6-2-
3 Revenue Procedure supersedes and amplifies Revenue Procedure to apply the same treatment of stock distributions to both RICS and REITs. * * * Copyright Sullivan & Cromwell LLP
4 ENDNOTES In general, under Section 852(a) of the Code, the application of Subchapter M to a RIC requires that it distribute at least 90% of its investment company taxable income to shareholders and under Section 852(b) a deduction is allowed for dividends paid to shareholders. Moreover, Section 305(b)(2) provides that Section 305(a) does not apply to distributions that result in the receipt of property by some shareholders and cause the proportionate interests of other shareholders in the corporation s earnings and profits to increase. Treas. Reg Code 316(a). Rev. Proc , 3(5). Under a DRIP, shareholders typically receive a small discount on shares acquired pursuant to the DRIP relative to the market price. -4-
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 New York Ronald E. Creamer, Jr creamerr@sullcrom.com Andrew S. Mason masona@sullcrom.com King Kai Chu chuk@sullcrom.com NY12529:
Real 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 informationIRS 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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
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 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 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 informationChanges to Tax Guidance Issued in Response to the Financial Market Turmoil
Changes to Tax Guidance Issued in Response to the Financial Market Turmoil Changes to Tax Guidance Provided in Response to the Market Turmoil, Including Extensions of Expiring Provisions SUMMARY In response
More informationAnti-Tax Haven Measures to be Introduced in France
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
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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 informationIRS Issues Proposed Regulations on Qualified Opportunity Funds
IRS Issues Proposed Regulations on Qualified Opportunity Funds Proposed Regulations Would Clarify a Number of Threshold Issues But Also Leave Many Other Issues to be Resolved by Future Guidance SUMMARY
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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 informationIRS Proposes Changes to the Taxation of Fee Waivers and Possibly Other Transactions in Which Partners Provide Services
IRS Proposes Changes to the Taxation of Fee Waivers and Possibly Other Transactions in Which Partners Provide Services IRS Proposals Would Re-characterize Partnership Income from Some Fee Waiver Arrangements
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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 informationNew York Department of Financial Services Addresses Use of External Consumer Data. and Information Sources in Underwriting for Life Insurance
New York Department of Financial Services Addresses Use of External Consumer Data and Information Sources in Underwriting for Life Insurance NYDFS Issues Circular Letter on the Use of External Consumer
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 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 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 informationSEC Approves NYSE Proposal to Facilitate Listings of Companies Without a Trading History
SEC Approves NYSE Proposal to Facilitate Listings of Companies Without a Trading History SUMMARY On February 2, 2018, the SEC issued an order approving, on an accelerated basis, a proposed rule filed by
More informationSEC Proposes Rule Regarding Communications Involving Security- Based Swaps Entered Into Solely by Eligible Contract Participants
SEC Proposes Rule Regarding Communications Involving Security- Based Swaps Entered Into Solely by Eligible Contract Participants SUMMARY On September 8, 2014, the Securities and Exchange Commission proposed
More informationSEC Guidance on Reporting for U.S. Tax Reform
SEC Guidance on Reporting for U.S. Tax Reform SEC Staff Releases Guidance on Form 8-K Reporting for the Re-Measurement of Deferred Tax Assets and on Initial Income Tax Effects of New Tax Legislation SUMMARY
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 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 informationBasel III and FSB Proposals
G-20 Summit Endorses Basel Committee Proposals and Financial Stability Board Recommendations Regarding Systemically Important Financial Institutions SUMMARY At the conclusion of their summit meeting in
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: 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 information