United States: Buyer Beware Cyber Diligence in M&A

In short What is the responsibility of an acquiring company to understand and assess cyber risks in an acquisition? How can these risks be identified and mitigated in the midst of a fast transaction? A data breach can have serious financial consequences for both buyer and seller. A significant security breach can result in near-instantaneous … Read more

United States: The IRS shoots down advance payments of 367(d) annual inclusions

Tax News and Developments November 2022 In short In Advisory Note 2022-003 (AM) issued September 23, 2022, the IRS takes a position on prepayments of annual inclusions under Section 367(d). AM states that Code Section 367(d) does not permit prepayments of annual inclusions under Section 367(d), except for prepayment made immediately after a transfer of … Read more

United States: FTC Regulations Get a Proposed Makeover

In brief On 18 November 2022, Treasury and the IRS released proposed regulations meant to clarify and amend the final foreign tax credit regulations released earlier this year under Code sections 861, 901, and 903. See our special report, Final FTC Regulations Cause Double Taxation Burden(s) Falls on Taxpayers. The proposed regulations put taxpayers on notice to review and revise certain license agreements. Key takeaways … Read more

United States: New York City regulating artificial intelligence in employment decisions

Employer Action Code: Monitor The growing use of artificial intelligence (AI) in employment-related decisions has prompted the New York City government to regulate its use by employers, particularly due to concerns about possible unequal treatment of candidates for employment due to the programming or operation of the AI. New York City Local Law 144 (LL … Read more

At a glance: sanctions for cartel activity in USA

Punishments Penals sanctions What criminal penalties, if any, are provided for cartel activities? Under US antitrust laws, both companies and individuals face severe penalties for cartel activity, including steep financial penalties and, for individuals, jail time. For companies, the Sherman Act imposes a maximum fine of US$100 million per violation. For individuals, the maximum is … Read more

Spotlight: insolvency proceedings in USA

All questions Plenary insolvency proceedings In last year’s edition of this review, we discussed the emerging trend of international airlines taking advantage of the Bankruptcy Code’s liberal eligibility requirements for qualifying as a debtor in a US bankruptcy case. We discussed further developments in the Avianca case, and explored the cases of two other Latin … Read more

In review: insolvency law, policy and procedure in USA

All questions Insolvency law, policy and procedure i Statutory framework and substantive law Although individual states in the United States have laws that govern the relationship between debtors and their creditors, insolvency law in the United States is primarily dictated by federal law because Article 1, Section 8 of the United States Constitution grants Congress … Read more

Q&A: setting up and operating a joint venture in USA

Setting up and operating a joint venture Structure Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured? The choice between an entity joint venture and a contractual joint venture largely depends on the parties’ contributions and objectives. For example, contractual joint ventures usually do not provide for … Read more

At a glance: The franchisor-franchisee relationship in USA (Indiana)

The franchisor/franchisee relationship Due diligence What due diligence should both parties undertake before entering into a franchise relationship? Franchisors and franchisees should do their due diligence to determine if they are suitable for each other. On the franchisor side, franchisors must conduct a financial investigation of potential franchisees. Do they have the resources to succeed? … Read more

United States: Increased DOJ Scrutiny of Interlocking Directorates Spurs Board Resignations

In short On October 19, 2022, the United States Department of Justice (DOJ) Antitrust Division announced that seven directors had resigned from their respective positions on the board of directors in response to concerns about interlocking directorships.1 The announcement followed reports that the DOJ had sent letters to numerous public companies, investors and individuals last … Read more