Richard Bonnar, Paul Hardy and Jeroen Jansen summarize the 10 things you should understand about the Political Declaration on the future relationship between the EU and UK, agreed in Brussels on 25 November.
Click here to read the article in full.
EU Policy & Regulatory Alert: New Regulation on Foreign Direct Investment Screening in the EU
On Tuesday, 20 November 2018, the Council of the EU and the European Parliament reached a provisional agreement on a future EU-wide coordination mechanism and information exchange for the screening of inward foreign direct investments (FDI) in the fields of EU strategic interest (“Regulation of the European Parliament and of the Council establishing a framework for screening of foreign direct investments into the European Union”). The new Regulation is expected to enter into force following its formal adoption by the Member States, likely in early December, and by Parliament in February or March 2019.
Click here to read more.
The European Data Protection Board issues long-awaited guidelines on the territorial scope of the GDPR
The European Data Protection Board (EDPB) has issued for public comment its Guidelines on the territorial scope of the European Union General Data Protection Regulation (GDPR). One of the purposes of GDPR was to expand the application of EU data protection law, but the provisions setting out GDPR’s scope are not consistently clear.
Approximately one year in the making, the Guidelines confirm some of the established interpretations of GDPR’s application to entities in the EU even when they process personal data of persons outside the EU and clarify GDPR’s scope particularly as to the meaning of “persons in the Union.” The Guidelines also discuss the conditions when a non-EU entity subject to GDPR must designate a representative in the EU.
Still, the Guidelines leave unanswered important questions, including whether non-EU entities offering B2B services or goods to EU companies fall under GDPR.
In November 2017, the then-Article 29 Working Party group of EU data protection supervisory authorities – now the EDPB – was tasked with providing guidelines on the interpretation of GDPR Art. 3, which sets out the scope of application of GDPR to entities established in the EU (Art. 3(1)) and entities established outside the EU (Art. 3(2)).
Click here to read more.
Where to incorporate your business: California or Delaware?
If you are a startup based in California, you may be thinking about incorporating where you are physically located. It is true that, in the short term, incorporating in California will save a few dollars. Founders of investor-funded emerging companies should know that the investors prefer Delaware by a long shot. This is largely due to Delaware’s well-developed body of corporate law, sophisticated judiciary and business-friendly environment. Is this a case of one size fits all, or might one state be a better alternative for incorporating your business?
This article explores two considerations you may find helpful as you make your choice:
- Costs of incorporation in California and Delaware
- The principal differences between their corporate laws
Click here to read more.
Proposed regulations eliminate major US tax impediments to utilizing foreign subsidiaries for credit support
By: Tom Geraghty, Michael Greenberg and Zachary Nolan
On October 31, 2018, the US Treasury and the IRS released proposed regulations under Section 956 (the Proposed Regulations), which substantially limit the application of Section 956’s “deemed dividend” rules to US corporations.1
This limitation on the application of Section 956 potentially increases the ability for US corporate borrowers to provide credit support in the form of guarantees by, and pledges of stock and assets of, their foreign subsidiaries/CFCs.
These rules not only impact new debt financings, but also outstanding credit facilities. The Proposed Regulations warrant a careful (re)examination of the tax and non-tax impacts of debt that is currently in place, because taxpayers are permitted to rely on the Proposed Regulations for tax years beginning on and after January 1, 2018.
To read more, click here.
Happy Hanukah from your friends at DLA Piper
Boardroom Brexit – the Withdrawal Agreement
By: Richard Bonnar, Paul Hardy and Jeroen Jansen
We’ve been holding back on the next edition of Boardroom Brexit until there were concrete developments in the negotiations to report on. After a long wait, the UK and EU published the draft Withdrawal Agreement on 14 November 2018. At 585 pages long, the draft Withdrawal Agreement is a detailed and complex read.
The political reaction in the UK has been as divided as the country is divided on Brexit. All eyes will be on the survival of the UK Prime Minister and whether the House of Commons approves the deal in the “meaningful vote” on 10 December.
In this edition, we summarise the key takeaways you need to understand, click here to read more.
DLA Piper’s 2018 Compliance & Risk Report
Amid a period of strong economic growth, most compliance professionals say their resources and access to their organization’s governing board are sufficient. So, why has their concern over their own and their CEO’s liability increased over the past year?
DLA Piper’s 2018 Compliance & Risk Report points to two potential and complementary explanations. First, the corporate world has been on a hot streak of late, closing a tremendous number of transactions over the past year. The pace and complexity of mergers and acquisitions may be a cause of CCOs’ restlessness, not to mention the anxiety that comes with keeping the newly combined venture on track vis-à-vis its legal, regulatory and contractual obligations. Second, as the businesses they serve increasingly leverage technology solutions to drive productivity and efficiency, compliance departments largely have not followed suit – perhaps because the available technology solutions are not yet up to the task or cost-effective, or because compliance professionals have not yet figured out how to use technology to detect, prevent and mitigate compliance failures. And for those early adopters who have devised and implemented technological solutions to help, say, monitor transactions or detect operational snafus, there’s the question of how to make sense of, let alone protect from misuse or disclosure, the troves of data that only exist because of the technological solutions.
These and other insights are drawn from our third annual Compliance & Risk Report. Beyond exploring traditional compliance program features, this year we focus on how technology is used or not used to enhance the efficacy of compliance programs. We are proud to present the results, paired with practical guidance and pragmatic suggestions for compliance professionals.
To download the report, click here.
UK-Brexit-EU Withdrawal Agreement: Implications for the EU/UK Data Protection Regime
By Andrew Dyson and James Clark
The UK government and the EU Commission have jointly published an agreement on the terms of the UK’s withdrawal from the EU.
The Withdrawal Agreement is in draft form and subject to approval by the UK Parliament and EU member states (which is far from certain to be forthcoming, in the UK at least).
However, it does set out a helpful roadmap of how the current EU/UK data protection regime will be managed in the immediate aftermath of the UK’s formal departure from the EU on March 29, 2019.
DLA Piper completes global compliance survey of initial coin offerings and securities token offerings
DLA Piper has completed a global compliance survey of initial coin offerings (ICOs) and securities token offerings (STOs), identifying how governments and agencies in more than 70 jurisdictions define, regulate and tax tokens and associated transactions. Regulatory concerns, the survey shows, can range from an outright ban on ICOs and STOs (or any token generation event) to whether such offerings will be permitted, and if safeguards and regulatory compliance issues are properly addressed.
Please email icocompliance@dlapiper.com to discuss the findings and learn how we can support global offerings.
