• The OCC Takes Initiative on Seeking Public Comment for Changes to the Volcker Rule

    16 Aug 2017

    The Office of the Comptroller of the Currency (OCC), which regulates national banks and, as such, is responsible for administering the Volcker Rule with respect to the largest banking entities in the United States, has released a notice and request for comment (Request for Comment) on the question of how to modify the implementing regulations, as well as the application and administration, of the Volcker Rule.[1]

  • DOL Seeks Further Delay of ‘Fiduciary Rule’ Exemptions

    10 Aug 2017

    On August 9, 2017, the Department of Labor notified the District Court of Minnesota that it had submitted to the Office of Management and Budget amendments that would delay until July 1, 2019 the applicability of three prohibited transaction exemptions related to the DOL’s “fiduciary rule”: the (i) Best Interest Contract Exemption, (ii) Principal Transaction Exemption and (iii) PTE 84-24. The fiduciary rule became applicable on June 9, 2017, following a sixty-day delay of its initial applicability date of April 10, 2017.

  • Governance & Securities Law Focus: Latin America Edition

    Aug 2017

    This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the second quarter of 2017 that may be of interest to Latin American corporations.

  • LaRussa and Raisner Co-Author US Chapter for Getting the Deal Through: Foreign Investment Review

    8 Aug 2017

    Shearman & Sterling counsel Robert LaRussa (Washington, DC-International Trade & Investment) and Head of Government Relations Lisa Raisner (Washington, DC) co-authored the US chapter of Getting the Deal Through: Foreign Investment Review (6th edition), which provides international expert analysis in key areas of law, practice and regulation for corporate counsel, cross-border legal practitioners, and company directors and officers.

  • Notice 2017-42 Provides for One-Year Extension of Existing Section 871(m) Rules

    7 Aug 2017

    On August 4, 2017, the Treasury Department and the Internal Revenue Service (the “IRS”) issued Notice 2017-42 (the “New Notice”) providing taxpayers with relief from certain aspects of the final and temporary regulations under sections 871(m), 1441, 1461 and 1473 of the Internal Revenue Code (collectively referred to as the “section 871(m) regulations”) and Revenue Procedure 2017-15 (which contains the final 2017 QI withholding agreement) for 2018 and 2019. The New Notice extends the effective date for certain rules in those final regulations and extends the phase-in period provided last December, in Notice 2016-76 (the “2016 Notice”), for certain other provisions of the section 871(m) regulations. Notwithstanding the extensions, the New Notice notes that the anti-abuse rule in Treas. Reg. 1.871-15(o) will continue to apply, potentially resulting in a transaction that otherwise would benefit from the provisions of the New Notice nevertheless being treated as a section 871(m) transaction in certain circumstances. Taxpayers and withholding agents may rely on the provisions of the New Notice prior to the promulgation of the amendments to the section 871(m) regulations and the final 2017 QI Agreement.

  • Italy Aims to Change Merger Notification Thresholds

    7 Aug 2017

    After 894 days of discussion, the Italian Parliament has approved, on 2 August 2017, what should be the “annual” competition act — a series of measures that should be adopted on a yearly basis to promote competition.

  • Family Offices Included as ‘Investment Advisers’ Under IPO Allocation Rule 5131(b)

    1 Aug 2017

    On May 9, 2017, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued an interpretive letter (the “Letter”)[1] regarding its IPO allocation rule 5131(b) and its exception 5131.02(b) (the “IPO Allocation Rule”, or “Rule”).[2]  As described below, the Letter includes family offices (“Family Offices”)[3] under exception 5131.02(b)’s meaning of “investment adviser,” with the practical effect of allowing broker-dealer accounts to avoid looking through to their beneficial owners where such beneficial owners are unaffiliated private funds managed by Family Offices, when making IPO Allocation Rule representations.

    According to the guidance set forth in the Letter, funds invested in the broker-dealer account and managed by a Family Office must still satisfy 5131.02(b)’s other requirements, besides being managed by an Investment Adviser, in order to invoke the exception. [4]

  • The Extended UK PSC Regime

    31 Jul 2017

    The UK’s beneficial ownership disclosure rules for persons with significant control (PSCs) over certain UK entities, introduced in April 2016, have been extended as part of the UK’s implementation of the EU’s Fourth Anti Money Laundering Directive (4MLD). These rules now apply to additional UK companies and entities and require beneficial ownership information to be updated and publicly filed within prescribed 14 day time periods. This publication sets out the main features and requirements of these rules (the so-called PSC regime) following these changes.

  • One-Year Delay to the Application of Section 385 Documentation Rules

    31 Jul 2017

    On July 28, 2017, the Treasury Department and the IRS announced in Notice 2017-36 (the “Notice”) that they will delay the documentation rules of Treasury regulation section 1.385-2 to debt instruments issued or deemed to be issued on or after January 1, 2019. The documentation rules would have originally applied to debt instruments issued or deemed to be issued on or after January 1, 2018.

  • Brexit: The Great Repeal Bill

    26 Jul 2017
    On 13 July 2017, the UK government published the European Union (Withdrawal) Bill, known as the “Great Repeal Bill.” This major piece of constitutional legislation sets out the government’s proposals for transforming existing EU laws into UK laws and ending the supremacy of EU laws in the UK after Brexit.
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